February 2015 Archives - Going Public Lawyers

DTC Eligibility Q & A – Creating Liquidity with Electronic Trading

Posted By Brenda Hamilton, Securities Lawyer The Depository Trust and Clearing Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”) was created to improve efficiencies and reduce… Read More

How Does A Foreign Issuer Register Shares When Going Public?

A foreign issuer seeking to go public has several registration statement forms available for its going public transactions. Regardless of the registration statement form selected, all registration statements and other material filed with the Securities and Exchange Commission… Read More

Periodic Reporting for Foreign Issuers – Going Public Lawyers

A foreign private issuer seeking to go public  in the U.S. can file a registration statement covering a public offering of securities under the Securities Act of 1933, as amended (“Securities Act”), register a class of equity securities under… Read More

Does a Foreign Company File a Registration Statement To Go Public?

Under federal securities laws, a foreign company that meets the definition of the Securities and Exchange Commission (SEC) of a foreign private issuer must register an offering of its securities under the Securities Act of 1933, as amended… Read More

Foreign Private Issuer Disclosure Obligations – Going Public Lawyers

Foreign issuers seeking to go public and access the U.S. capital markets must comply with the requirements of the Securities Act of 1933 (Securities Act) and the Securities Exchange Act of 1934 (Exchange Act). The Securities Act requires… Read More

Considerations For Foreign Companies Going Public

  The U.S. markets are a preferred venue for foreign companies seeking to raise capital and/or create liquidity for shareholders by going public. There are unique requirements under U.S. securities laws for foreign issuers seeking to go public… Read More

Ross Mandell, Six Years Later – Part 2

Posted by Brenda Hamilton, Securities Lawyer A few weeks ago, we wrote about U.S. v Ross Mandell, a complicated case involving securities fraud, conspiracy to commit securities fraud, wire fraud, and mail fraud. The action was tried in… Read More

Can I Sell Shares Under Section 4(1)? Going Public Lawyers

Rule 144 (“SEC Rule 144”) under the Securities Act of 1933 (“Securities Act”) provides a safe harbor from the registration statement provisions of the Securities Act for resale of restricted and  control securities by persons other than the issuer… Read More

What’s Wrong With A Form 10 Shell?

Many issuers seeking to raise capital often attempt to go public using a reverse merger with a public shell. Blank Check Companies, which file a Form 10 Registration Statement (“Form 10 Shell”), are being marketed as a method for private… Read More

Michigan Embraces Crowdfunding

Posted by Brenda Hamilton, Securities and Going Public Lawyer Michigan recently made a move to assist Michigan small businesses with their investment  crowdfunding endeavors. Michigan became the first state to establish an intrastate market where broker-dealers can sell… Read More