January 2015 Archives - Going Public Lawyers

Foreign Issuers Going Public and How? Securities Attorney

Foreign issuers seeking to go public have several options for their transactions.  Foreign issuers seeking to go public in the U.S. may complete an initial public offering or direct public offering by registering an offering of securities with the Securities… Read More

Can I Put Graphics In My S-1? Going Public Lawyers

A common question we receive as going public lawyers is what graphics can be used in the issuer’s Form S-1 registration statement.  Last week the Securities and Exchange Commission (“SEC”) addressed the use of graphics and/or images that… Read More

Can I Amend My Form 10-K? Going Public Attorneys

A company may desire to change information presented in its Annual Report on Form 10-K for a number of reasons.  Form 10-K amendments can be used to correct any material inaccuracies, misstatements or omissions that a company subsequently… Read More

What Is a Consent of Auditor? Going Public Lawyers

Item 601 of Regulation S-K requires issuers to file a Consent of Auditor as an exhibit to certain forms and files with the SEC including registration statements under the Securities Act of 1933, as amended (“Securities Act”).  A company’s Independent… Read More

SEC Amends Related Party Disclosure Rules – Going Public Lawyers

Annual reports on Form 10-K are just around the corner for companies with a December 31, year-end. We have received several questions concerning recently adopted Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 18, Related Parties. The new… Read More

What Is The Section 1145 Exemption? Securities Lawyer 101

Securities law issues are an important consideration in structuring a Chapter 11 reorganization, particularly where the debtor is a public company. Section 1145 of the Securities Act of 1933, as amended (“Securities Act”) provides issuers in Chapter 11… Read More

Six Years Later – U.S. v Ross Mandell

In July 2009, Ross Mandell, founder of Sky Capital Holdings, Ltd., a venture capital firm and brokerage, was arrested by the Federal Bureau of Investigation and charged with violating the Securities Exchange Act of 1934.  According to the… Read More

Can I Issue Free Trading Shares Under Rule 504? Going Public Lawyers

Despite numerous SEC enforcement actions, Rule 504 of Regulation D of the Securities Act remains a commonly misused exemption particularly in dilution schemes. The popularity of Rule 504 is simple – the Rule 504 exemption provides a way… Read More

SEC Charges Frederick Elm and Elm Tree Investment Fund LP

On January 21, 2015, the Securities and Exchange Commission (the “SEC”) announced fraud charges and an asset freeze against a Fort Lauderdale, Florida-based investment advisory firm, its manager, and three related funds in a scheme that raised more… Read More

Who Has To File Form 144?

Rule 144 of the Securities Act of 1933, as amended provides a safe harbor for certain public resales of securities, if certain conditions are met.  Rule 144 applies to unregistered shares acquired directly from an issuer, (“restricted securities”),… Read More