The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”) reporting company.
All companies seeking public company status must meet certain requirements in order for their securities to be publicly traded. This holds true for both reporting and non-reporting companies. An experienced going public lawyer can assist the company in complying with the SEC’s stringent requirements. Read More
On September 9, 2014, the Securities and Exchange Commission (the “SEC”) published a Risk Alert concerning the obligations of broker-dealers who engage in unregistered transactions on behalf of their customers. The SEC publication of the staff guidance was accompanied by the announcement of an enforcement action against two E*TRADE Subsidiaries for improperly selling billions of shares of penny stocks through such unregistered securities offerings. Read More
On December 18, 2013, the Depository Trust Company (“DTC”) submitted a proposed rule change to the Securities and Exchange Commission (“SEC”), which regulates its activities. Its aim was to “specify procedures available to issuers of securities deposited at DTC for book entry services when DTC imposes or intends to impose restrictions on the further deposit and/or book entry transfer of those securities…” Read More
On October 9, 2014, the Securities and Exchange Commission (the “SEC”) announced a Final Judgment had been entered against Thomas Kelly, the former Chief Executive Officer of 8000, Inc. 8000, Inc. was formerly quoted with the symbol (“EIGH”) on OTC Pink operated by OTC Markets Group.
The Depository Trust Company (DTC) is the only stock depository in the United States. When DTC provides services as the depository for an issuer’s securities, its securities can tradeelectronically. Without DTC eligibility, it is almost impossible for a company to establish or maintain an active market for its securities. Read More
Typically, foreign companies seeking to raise capital attempt to obtain public company status. Foreign companies that go public in the U.S. may complete a public offering by registering securities with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) or by registering a class of securities under the Securities Exchange Act of 1934 (the “Exchange Act”).
Like domestic issuers, foreign companies have access to several means of raising capital during the going public process. Read More
On October 9, 2014, the Securities and Exchange Commission (the “SEC”) announced an enforcement action against current and former brokerage subsidiaries of E*TRADE Financial Corporation. According to the SEC charges, E*Trade improperly engaged in unregistered sales of penny stock issuers for their clients. An SEC investigation determined that E*TRADE Securities and E*TRADE Capital Markets sold billions of penny stock shares during a four-year period despite numerous red flags that the offerings were being conducted in violation of Section 5 of the Securities Act because there was no applicable exemption from the registration statements provisions available for the transactions. Read More
The Securities Act of 1933 (the “Securities Act”) is referred to as the “truth in securities” act. The Securities Act has two stated goals. These are to require that issuers provide investors with financial and other significant information concerning securities being offered for public sale, and to prohibit deceit, misrepresentations, and other fraud in the sale of securities. A primary way issuers provide investors with financial and other significant information is by filing a registration statement with the Securities and Exchange Commission (the “SEC”). Read More