Mina Mar Group

  Mina Mar Group helps micro-cap companies structure their growth. Micro-capitalized companies are those with less than $50,000,000 in equity, sometimes under $1,000,000. Restructuring involves raising money (both debt and stock), and planning how they will eventually harvest that wealth. If you’re a founder or investor, the secret to harvesting your equity is to possess assets with a developed market for their sale; up until recently, that market was the public market. Now, Over-The-Counter Securities (“OTC Securities”) don’t serve that purpose since, unless you’re a tech unicorn doing an IPO, there are essentially no ways to sell the shares you’ve invested in. OTC securities – how they were deposited five years ago. Brokerages all around the country have tightened compliance over the past five years to the point where no one may deposit share certificates into their brokerage accounts, even if they can prove that they paid for them. Consider the following demand from a secondary ...

Transfer agent, usually trust company, bank or another financial institutions assigned by a corporation has several duties including maintaining issuer's security holder record, canceling/issuing certificates and distributing dividends among others. Because transfer agent stands between company that issues securities and security holders, transfer agent is crucial for successful completion of secondary sales. Pursuant to 1934 Act, transfer agent must be registered with the SEC or bank regulatory agency if transfer agent is a bank. The SEC also conducts inspections of transfer agent. Companies themselves can act as their own transfer agent. Transfer agent keeps record of who owns company's  stocks and bonds and how many each shareholder or bondholder owns. Also transfer agent issues and cancels certificates to reflect changes in ownership. In case of stock split or stock dividend transfer agent will issue new shares to shareholders. Just like stock transfer agent makes s...

Many foreign companies wish to have access to capital market an become publicly traded company in the United States. The reason is that being part of the largest and most liquid capital market bring many benefits including prestige, visibility, ability to attract and retain top talents, etc. To become a part of capital market in the United States and experience all the benefits that it carries, foreign company may undergo reorganization of corporate governance and operations. Foreign issuer in federal securities law is defined as foreign government, foreign national or corporation incorporated by any foreign country. Any foreign issuer (except foreign government) can be considered foreign private issuer except if more than 50% of the issuers outstanding voting securities are held by residents of United States and if any of the following applies: majority of issuer’s executives and directors are residents of United States, more than 50% of issuer’s assets is located in the United S...

Deposit Trust Company (DTC) is the largest securities depository in the world, created by securities industry to imporove efficiences and reduce risk in the clearence and settlement of securities transactions. It was founded in 1973 and based in New York, DTC is organized as limited purpose trust company meaning it is charted by state to perform specific trust functions, acting as a depositor or safekeeper for securities and mortgages. Basically DTC holds securities for banks and investment firms. DTC alos acts as clearing agency, registered with SEC for securities transactions in the U.S. market, invloving equities, corporate and municipal debt, money market instruments, American depositary receipts and exchange traded funds. All movements of securities are made electronically with book-enry adjustments. Most large U.S broker-dealers and banks are DTC participants, menaing they deposit and hold securities at DTC. Individual investors cannot be participants.  DTC appears i...

Derivative is very complex complex to explain but at its most it is financial contract between two or more parties and it derives its price from an underlying asset. Basically buyer agrees to purchase the asset on a specific date at a specific price. There are numerous types of derivatives and underlying assets can be almost anything but the most common are commodities (oil, gasoline, oil), currencies, stocks, bonds, interest rates and market indexes. They can be traded on unregulated over-the-counter market where transactions happen between private parties or they can be traded on exchange where they are highly regulated and standardized. Bear in mind that OTC constitutes major portion of  derivative market and it caries great counterparty risk - possibility that one of the parties involved might default. Common derivatives are options, futures,swaps and forwards.  Options give the buyer right but not the obligation to sell or purchase underlying asset at a ce...

Dodd-Frank Act, officially called Dodd-Frank Wall Street Reform and Customer Protection Act was signed into law by President Barack Obama on July 21, 2010. The Act is voluminous and complex peace of legislation that reshaped U.S regulatory system in many sectors, including consumer protection, trading restrictions and credit ratings. It was the response to financial crisis of 2008 as Dodd-Frank put regulation on financial sector and created laws that stopped mortgage companies and lenders taking advantage of customers. The Act generated criticism that it inhibits growth of the economy and puts to much burden on the U.S. companies. Many experts blamed the lack of oversight and financial regulations for the crisis. It was the worst economic disaster since Great Depression of 1929. Fall in the interest rates allowed people with poor credit score to pursue their dream of buying a house. Problems appeared when interest rates started rising and many defaulted their payments. This cr...

Companies raise capital by issuing shares on the primary market which is regulated by Securities Exchange Act of 1933. The following year Securities exchange Act of 1934 was enacted by Roosevelt administration which regulates securities on the secondary market, where they are traded after original issuance. This Act created Securities and Exchange Commission (SEC) and gave it broad power to register, regulate and oversee securities, markets and financial professionals. SEC has disciplinary power over regulated entities and person associated with them if they engage in prohibited conducts in the market. Requirements outlined in securities Act of 1934 must be followed by all companies that are listed on stock exchange. Primary requirements include corporate reporting, proxy solicitation, tender offers, insider trading and registration of exchanges and associations. Companies that have more than $10 million is assets and more than 500 shareholders must do annual and periodic ...

The Securities and Exchange Act of 1933 one of the laws that govern the securities industry. It was the first major legislation regarding the sale of securities, that shifted power from states to the federal government. It is known as the "truth in securities" law which President Franklin D. Roosevelt signed as a part of the New Deal.The Act was created to protect investors after the stock market crash of 1929, biggest bear market in Wall Street 's history. The Securities Act of 1933 had two main objectives: requirement that investors receive financial and other significant information regarding securities that are being offered for public sale. prohibition of deceit, misrepresentation and other fraud in the sale of securities Securities and Exchange Commission that was created year later, in 1934 governs the Securities Act of 1933. In order to accomplish set objectives SEC requires companies to register their securities and disclose essential information...

Direct public offering also known as direct listing or direct placement is a type of offering where company offers securities directly to public in order to raise capital. It is considered alternative to initial public offering but unlike in IPO company that uses direct listing eliminates intermediaries like investment banks that underwrite stock, making stock price dependent on the market. In direct listing employees and early investors convert their ownership into stock that is then offered to the public meaning that no new shares are issued which stops stock dilution. Because in DPO middle man in form of investment banks, broker-dealers and underwriters is eliminated it enables issuer to sell shares quickly, without the lockout period. It also makes the offering cheaper because there is no underwriting fees to pay and faster because there is fewer thing to manage than in traditional IPO. Underwriters  not only set the IPO price but they also organize roadshows, fil...

On July 10, 2013 the Securities and Exchange Commission adopted bad actor disqualification provision for Rule 506 of Regulation D under Securities Act of 1933, to implement Section 926 of Dodd-Frank Wall Street Reform and Consumer Protection Act. The disqualification and related disclosure provision appear as paragraphs (d) and (e) of Rule 506, of Regulation D. The Bad Actor rule prohibits company (the issuer) to use registration exemption if the issuer or any other associated person has been convicted of or subjected to judicial or regulatory sanctions for certain violation of U.S law. Exemption from registration under Regulation D helps thousand of businesses to raise capital worth billions of dollars. T he “Bad Actor” rule is codified as new paragraphs (d) and (e) to Rule 506.  Rule 506(d) provides that the exemptions in Rule 506(b) and Rule 506(c) are not available if the issuer or any associated person is statutorily disqualified. This includes all of the following: ...

Jumpstart Our Business Startups Act or JOBS Act is a law that former president Barack Obama signed on April 5, 2012. The purpose of the act is to increase ability of small businesses to raise capital and generate jobs but also improve financial opportunities for all American citizens and not just wealthy investors. Of all seven titles of the bill Title III that refers to crowdfunding drew most attention. Provisions of the bill made easier for companies go public but also to raise capital and stay private longer. Act defined the term emerging growth company as a company that has less than $1 billion total annual gross revenue in recent fiscal year. The JOBS act provided such businesses with temporary relief from certain SEC requirements which made taking your company public a lot easier. The most significant relief are the exemption from audit of internal controls required under Section 404(b) of the Sarbanes-Oxley Act of 2002. It allowed new exemptions from registratio...

Investing strategy can be understood as set of rules that guide investor in his decisions regarding investment portfolio. Investors use strategies to balance risks and rewards in accordance with his risk tolerance investing goal and investment horizon. Taking time to understand which strategy suits you the best can also help you avoid unwanted expenses. You can look at it as existence of two extremes where on one side are investment strategies that seek rapid growth which includes greater amount or risk and on the other side is low risk strategy with regular dividends payment that is more concentrated on wealth protection. In other words there is always some kind of  trade off between risk and return on investment and most investors are not in the one of those two extremes but somewhere in between. You should honestly assess your current financial situation, your expenses and debt and how much you are able to invest. Investors using value inves...

An exchange traded fund is an investment fund that comprises different securities and is traded on exchange much like a stock. This type of fund track stock or bond index like Standard&Poor's. Similarly like mutual funds ETFs have mixed portfolio consisting of various types of securities like stocks, bonds and commodities. Funds hold different underlying assets that are divided in shares with attached price which makes them marketable security that trades on exchange so its price can change during the trading day. Exchange  traded funds differ depending on their focus on different aspects of the market. Some funds have stock from hundreds and even thousands different industries while some other may focus on one particular industry  sector. In the same manner some are interested in exclusively on U.S. securities while others have more global approach. Some examples of ETFs are bond ETFs that include different types of bonds (government, corporate and...

A hedge fund is an investment fund that collects pools capital from accredited and institutional investors and invest in securities or other type of investments with a goal to generate high returns. What makes them different from mutual funds besides type of investors and diversity of investments is that they are less regulated and have more freedom when utilizing  investing strategies that carry greater risk and potential for loss. Reason why it is available to wealthy investors is their knowledge and understanding of risks involved and ability to afford higher fees and potential loses. This means they can use short selling and other speculative activities unlike mutual funds. To be considered accredited investor individual must have a net worth of $1,000,000 at least or annual income of at least $200,000. Term accredited investor is defined in Rule 501 of Regulation D of Securities and Exchange Commission. Even though hedge funds are not subject to some regulation that...