Securities Law and Going Public Blog

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Insights on securities law, exchange listings, going public, SEC reporting, and market regulation. Stay updated with our latest articles on capital markets compliance, regulatory developments, and strategic guidance for public and private companies.

Latest Blog Posts

Understanding Regulation S-K Item 401: Officer and Director Disclosure Requirements

Regulation S-K Item 401 is an SEC requirement designed to provide investors with essential background information on the individuals leading a company.…

Removing Restrictive Legends From Stock: Legal Opinions, Florida Law, UCC Article 8, Rule 144

A restrictive legend on a stock certificate acts as a practical trading freeze, signaling that shares cannot be sold unless registered under…

Section 16a Delinquency Disclosures: A Guide to Regulation S-K Item 405

In the world of SEC reporting, Section 16a compliance is often viewed as a routine administrative task. However, treat it too lightly,…

Nasdaq Director Independence Standards, Rule 5605, A Practical Compliance Guide for Public Companies

Director independence is a core corporate governance requirement for a Nasdaq listing. It affects whether the board can satisfy the majority independent…

Testing the Waters (TTW) Under SEC Rule 163B: QIB/IAI Guide, Do’s & Don’ts

“Testing the waters” (TTW) communications let an issuer conducting an IPO, and anyone acting on its behalf, such as its underwriters, gauge…

Stock Promotion on Message Boards (InvestorsHub, Stocktwits, Seeking Alpha, Investor Village): SEC Rules, Risks, and 17(b) Disclosures

Message boards and social platforms can move thinly traded and microcap stocks quickly. That speed is exactly why the U.S. Securities and…

Deep Sea Mining Litigation Risk: What NOAA’s New Rule and the UK License Challenge Mean for Capital Raises

On September 30, 2025, we explored how deep-sea mining companies raising capital must treat regulatory uncertainty, international conflict, and expected challenges as…

Free Writing Prospectus (FWP) Rules for Form S-1 Registration Statements

A free writing prospectus, commonly called an FWP, is a written offering communication used in a registered securities offering that is…

Latest SEC Trading Suspensions Should Be a Wake-Up Call for Foreign Issuers

Over the past several months, the Securities and Exchange Commission (SEC) has been sending a clear message: social media-driven stock promotions involving…

To Disgorge or Not to Disgorge: That Is the Question—The Supreme Court Puts SEC Enforcement to the Test

The United States Supreme Court is once again poised to reshape the securities enforcement landscape. With its agreement to hear a case…

SEC Whistleblower Program Under the Trump Administration: Referral Hot Spots and Tip Themes (Broker-Dealers, Transfer Agents, Penny Stocks, and OTC Markets)

SEC Whistleblower referrals tend to move faster when a submission aligns with the SEC’s publicly stated enforcement and examination priorities—especially where the…

When Denying Rule 144 Legal Opinions is a Market Manipulation Scheme

Practical guidance on Rule 144 legal opinions, restrictive legend removal, and transfer agent processing, including shell company and 144 legal opinion considerations.

The “Genius” Plan: Penny Stock Insiders vs. Section 5 (Guess Who Wins)

Officers, directors, and other insiders try to “control” the flow of public sales - sometimes under the banner of Rule 144 -…

NOAA Accelerates Deep-Seabed Mining Permitting Under DSHMRA

The National Oceanic and Atmospheric Administration (NOAA) has taken a major step to modernize U.S. rules for deep-seabed mining. This update…

Social Media, Retail Hype & IPO Valuation in Modern Offerings

The digital transformation of finance has blurred the line between investor communication and viral marketing. In the past decade, social media platforms…

Officers and Directors of Foreign Private Issuers Now Subject to Section 16 Reporting Requirements

Section 16(a) reporting requirements to directors and executive officers of foreign private issuers marks a significant evolution in U.S. securities regulation. The…

Two Roads to Going Public: Comparing NYSE and Nasdaq for New Listings

Choosing the right exchange is one of the most important strategic decisions a company makes when going public. The New York Stock…

Nasdaq Primary vs. Secondary Direct Listings

A Nasdaq direct listing allows an issuer to list its common equity on the exchange without the traditional underwritten initial public offering…

Finding the Right NYSE or Nasdaq Underwriter for Your IPO

Going public is about raising capital and gaining prestige. An exchange listing provides companies access to institutional capital, enhances liquidity for…

Supreme Court to Make a Critical Ruling on SEC Disgorgement

The U.S. Supreme Court has agreed to hear a case that could significantly limit the Securities and Exchange Commission’s (SEC) ability to…

Communications During an IPO: How Not to Talk Your Deal Off the Rails

Going public doesn’t just change how you raise capital; it changes how you talk. From the moment a company seriously starts down…

How Companies Go Public: Comparing IPO, DPO, S-1, Regulation A & Reverse Merger Pathways

Companies seeking access to capital, liquidity, and market visibility have several pathways to becoming publicly traded. The most common methods include…

Guide to Preparing SEC Form S-1 – A Comprehensive Step-by-Step Overview for Companies Going Public

A Form S-1 registration statement is the primary disclosure document used by companies seeking to go public in the United States. Whether…

Reverse Merger to Go Public: Legal & Regulatory Risks

A reverse merger can be a viable path for a private company to gain a public listing, offering speed, cost efficiency, and…

FINRA Rule 6490 — When and Why FINRA Refuses to Process Corporate Actions for OTC Markets Issuers

FINRA Rule 6490 authorizes the Financial Industry Regulatory Authority (FINRA) to review, delay, or refuse to process corporate actions for companies…

FINRA Requirements for Form 211: OTC Market Quotation Eligibility Explained

For issuers seeking to have their securities quoted on the OTC Markets, the submission and clearance of Form 211 by a…

Supreme Court Petition in Xeriant v. Auctus Fund: A Defining Moment in the SEC’s War on Toxic Lenders

This article details the Supreme Court petition in Xeriant, Inc. v. Auctus Fund, LLC, which challenges a Second Circuit opinion regarding Section…

NASDAQ and NYSE Initial Listing Requirements

Initial listing requirements are the gatekeepers of the public markets. They calibrate who may access exchange‑based liquidity by aligning financial strength,…

OTC Markets’ Role in Secondary Offerings and Resales

The critical role of OTC Markets in facilitating secondary offerings and resales of restricted and control securities under SEC Rule 144. This…

Nasdaq Annual Meeting Rules: Q&A Guide

This question-and-answer guide covers the legal and regulatory requirements for Nasdaq-listed companies holding their annual stockholder meetings. The article focuses on the…

Explore our curated collection of external resources and industry links that complement our blog content. These hand-picked links provide additional perspectives on securities law, market regulations, and business compliance.

FINRA

https://www.finra.org/

JOBS Act 101

https://www.jobsact101.com/

Go Public 101

https://www.gopublic101.com/

OTC Markets

https://www.otcmarkets.com/

Securities Lawyer 101 Blog

https://ppe.securitieslawyer101.com/blog/

Securities & Exchange Commission

https://www.sec.gov/