Services – Going Public Lawyers – Direct Public Offerings
The securities and going public lawyers at Hamilton & Associates Law Group provide private and public companies with reliable representation in various types of going public transactions, securities related transactions, Securities and Exchange Commission (“SEC”) disclosure and defense and business law. Hamilton & Associates Law Group has the experience and the capability to represent small, medium and large public and private companies in a wide range of securities law and going public matters.
The firm works closely to assist companies of all kinds and all sizes with their capital needs while assuring compliance with applicable securities laws. The going public attorneys at the firm have represented shareholders, investors, and issuers seeking direct public offerings, secondary offerings and initial public offerings. The firm has represented more than 300 corporate entities and market participants in securities and corporate finance matters.
The firm’s founder, securities lawyer Brenda Hamilton, is recognized for her experience in forensic analysis of securities transactions involving trading activity, reverse mergers, short sales and securities transfers.
The firm has participated in Dodd Frank matters and internal and corporate investigations of matters involving hundreds of publicly traded corporations with investor losses exceeding an estimated $750,000,000.
Experienced Securities Law & Going Public Attorneys
Hamilton & Associates Law Group has knowledge and insight gained from more than 15 years of extensive experience with SEC compliance issues on behalf of our clients. We have significant experience with drafting, reviewing and filing registration statements and periodic reports. We pride ourselves on being able to draw on our experience in dealing with the SEC on registration statements and comment letters to get through regulatory review as quickly and efficiently as possible.
Securities and Exchange Commission Compliance
We have extensive experience with Securities and Exchange Commission (“SEC”) compliance issues, as well as with filing Form S-1 and Form 10 registration statements and working with the SEC’s examiners to obtain effectiveness. The firm represents private and public companies, nationally and internationally, from initial listings and going public transactions to continued reporting under the federal securities laws. As a result, we have significant experience in navigating and handling all the SEC reporting requirements a U.S. public company is subject to under the various securities laws and regulations. We are well-versed and knowledgeable about the Sarbanes-Oxley Act, Dodd-Frank and the JOBS Act. We assist private and public companies in comply with the new regulations recently enacted pursuant to the JOBS Act including equity crowdfunding, intrastate crowdfunding and Rule 506 offerings. The services we provide to our clients include:
- Registration Statements (S-1s, S-3s, S-8, F-20s, 10, etc.)
- Periodic Reporting Obligations (10-Ks, 10-Qs, 8-Ks, etc.)
- National Exchange Regulations (NYSE, NASDAQ, AMEX, etc.)
- Over The Counter Bulletin Board Matters (OTCBB, OTC MARKETS, OTCQX International)
- Forensic Analysis of Securities Transactions & Internal Investigations
Hamilton & Associates is well-versed in making sure that public companies successfully address the SEC’s reporting requirements . We have experience with corporate finance transactions, including direct public offerings, initial public offerings and private placements. We are proficient in debt and equity offerings, including secondary offerings, resale registration statements, 144A offerings, Reg. S offerings, convertible debt and bridge financing.
♦ Multiple domestic and international issuers in connection with registration statements filed with the SEC and subsequent SEC reports and filings;
♦ Multiple domestic and international issuers in connection with Form 211 and ticker symbol assignments from the Financial Industry Regulatory Authority (“FINRA”);
♦ Multiple issuers in Regulation D, Rule 506 and 504 offerings;
♦ Multiple issuers in crowdfunding matters;
♦ Domestic manufacturer of customized armor solutions for tactical and non-tactical transport vehicles, and construction equipment used by the military in connection with its private placement, and registration statement filed with the SEC;
♦ Multiple market makers in connection with issuer disclosure and going public transactions;
♦ Multiple international and domestic gold, silver and copper mining companies in connection with their private and public offerings, SEC filings and reports, registration statements, corporate matters and going public transactions;
♦ Funding portal registration with FINRA;
♦ Prescription drug manufacturer in connection with its private offering and its registration statement filed with the SEC;
♦ International hotel and entertainment center in connection with a registration statement filed with the SEC;
♦ Israeli telecommunications provider in connection with a registration statement filed with the SEC;
♦ Assisted a Greece based entity in its cross border purchase of securities;
♦ Application of a Chinese manufacturer for quotation filed with the FINRA;
♦ Alternative fuel company in connection with its registration statement with the SEC;
♦ Central American Mining company listing application for the Frankfurt Stock Exchange;
♦ Listing of an oil and gas company in connection with listing on the Frankfurt Stock Exchange;
♦ A European Alternative Energy Company in connection with a NYSE stock exchange listing;
♦ Russian manufacturer of consumer products in connection with its filing of a registration statement with the SEC and subsequent SEC reports and filings;
♦ Corporate internal investigation after numerous corporate hijackings which resulted in removal of the Board of Directors and shareholders regaining control of the issuer;
♦ Controlling shareholders in a dispute involving the hijacking of multiple publicly traded companies, and/or ticker symbols which resulted in removal of the Board of Directors and legitimate shareholders regaining control of the corporate entity;
♦ Officer of public company in matter against an issuer, securities attorney and other securities professionals, based on firm involvement in an estimated $40,000,000 securities fraud based upon fraudulent financial statement entries;
♦ A shareholder in a matter involving an Issuer and other securities professional involving an estimated $32,000,000 securities fraud based upon non-disclosure of related party and unregistered securities violations;
♦ An entity in a matter involving an estimated $4,000,000 securities fraud based upon an alleged corporate hijacking by a transfer agent and its attorney;
♦ An individual in a Dodd Frank matter involving an issuer that inflated its stock price by touting fake treatments for diseases including diabetes, cancer and the HIV virus;
♦ An individual in a Dodd Frank matter involving a fraudulent reverse merger transaction which resulted in the loss of his patent and other intellectual property as well as assisted litigation counsel;
♦ Representation of an individual in a matter involving criminal and civil referrals under the Dodd Frank Act of multiple attorneys and other individuals, who allegedly established a fictitious law firm to render more than 100 forged legal opinions for publicly traded companies; and
♦ An issuer, in an internal investigation after a corporate hijacking, criminal and SEC investigations, and related civil litigation. As part of the investigation, securities lawyer, Brenda Hamilton reviewed thousands of documents and emails and interviewed witnesses.
This securities law blog is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, SEC reporting requirements, Securities Act registration on Form S-1 and S-8, Exchange Act registration on Form 10, Pink Sheet listing, OTCMarkets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or by email a [email protected]. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 N
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855