February 2013 Archives - Going Public Lawyers

What is Broker-Dealer Registration? Securities Lawyer 101

Securities Lawyer 101 Blog Broker-dealers are subject to regulation by the SEC, FINRA, Self Regulatory Organizations (“SROs”) such as stock exchanges, and the states in which they do business.  The Securities Exchange Act of 1934 (the “1934 Act”) requires that… Read More

The OTCBB Obsolete Marketplace l Securities Lawyer 101 Blog

Securities Lawyer 101 Blog The OTC Bulletin Board (“OTCBB”) is an electronic quotation system that provides real-time quotes, last-sale prices, and volume information for some over-the-counter securities not listed on a national securities exchange such as NASDAQ. Brokers-dealers who subscribe… Read More

SEC Rule 10b-5 l Securities Lawyer 101

SEC Rule 10b-5 is the primary anti-fraud provision of the federal securities laws. It was adopted pursuant to Section 10(b) of the Securities Exchange Act of 1934 (“1934 Act”), as amended and is the primary rule used in securities… Read More

Going Public – OTC Markets OTCQB – Going Public Lawyers

Securities Lawyer 101 Blog Many private companies seeking to go public are opting for going public transactions on the OTC Markets OTCQB.  The OTC Markets Group operates an electronic inter-dealer quotation system called OTC Link.  OTC Markets ranks… Read More

Funding Portal Registration And the JOBS Act

Securities Lawyer 101 Blog On February 5, 2013, the SEC’s Division of Trading provided guidance on the exemption from broker-dealer registration in Title II of the Jumpstart Our Business Startups Act (“JOBS Act”). The SEC’s FAQs are not… Read More

Rule 5123 Requires the Filing of Private Placement Documents

Securities Lawyer 101 Blog The SEC recently approved Rule 5123 that any FINRA member firm selling an issuer’s securities in a non-public offering in reliance on an exemption from registration under the Securities Act is required to file… Read More

The OTC Markets “Face-to-Face” Meeting Requirement for Securities Lawyers

Securities Lawyer 101 Blog The OTC Markets Group operates an electronic inter-dealer quotation system used by broker-dealers to trade securities not listed on a national securities exchange such as NASDAQ, NYSE or AMEX. OTC Markets assigns companies to tiers… Read More

Shareholder Solicitations & the SEC’s Proxy Rules

Securities Lawyer 101 Blog Most public companies hold a stockholders’ meeting annually and hold special meetings to vote on special corporate actions such as name changes and mergers.  Shareholder voting on takes place either in person or by… Read More

OTC Markets Rules of the Road

Securities Lawyer 101 Blog The Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (“SEC”) regulate trading of stocks quoted by the OTC Markets Group. OTC Markets is not a regulator and is not affiliated with… Read More

OTC Markets OTC Pink Tiers

Securities Lawyer 101 Blog The OTC Markets Group operates an electronic inter-dealer quotation system called OTC Link that broker-dealers use to trade securities not listed on a national securities-related exchange. OTC Markets has three OTC Pink tiers. Each issuer’s… Read More