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…
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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
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…
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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…
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Using a Reverse Merger to Go Public: Legal & Regulatory Risks
In recent years, many private companies have considered alternative routes to the public markets. One such route is a reverse merger…
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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…
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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…
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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…
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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,…
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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…
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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…
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Tiers and Transparency: Understanding the Differences Among OTCQX, OTCQB, and OTCID Markets
The article explains the OTC Markets Group's multi-tiered disclosure framework, which categorizes companies traded on the over-the-counter (OTC) electronic quotation system. The…
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Reverse Mergers and OTC Markets: Compliance After the Transaction
This article discusses reverse mergers and the crucial need for post-merger compliance to ensure trading eligibility on OTC Markets. A reverse merger,…
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Why So Few Brokerage Firms Accept OTC Markets Shares — And What It Means for Investors
For many retail investors, trading or depositing shares of OTC-traded companies is challenging. A significant number of brokerage firms impose restrictions—driven by…
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How Foreign Issuers Use Rule 12g3-2(b) for OTC Quotation
SEC Rule 12g3-2(b) offers a streamlined exemption for foreign private issuers to gain U.S. market visibility and access U.S. investors by qualifying…
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High Risk or Hidden Opportunity? Due Diligence When Investing in OTC IPOs and Pre-IPO Shares
This article provides a comprehensive guide to due diligence for investors interested in OTC IPOs and Pre-IPO Shares, emphasizing the high-risk nature…
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What Is a Direct Public Offering (DPO) on the OTC Markets?
A Direct Public Offering (DPO) on the OTC Markets allows private companies to achieve public tradability and liquidity for existing shareholders without…
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Corporate Actions and Symbol Changes on OTC Markets
The article explains how public companies quoted on OTC Markets must handle corporate actions—such as name or symbol changes, stock splits, mergers,…
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The Penny Stock Graveyard – The OTC Markets Expert Market Explained: What Happens When Issuers Lose Quotation Eligibility
This article explains how issuers are downgraded to the OTC Markets Expert Market after losing quotation eligibility under SEC Rule 15c2-11, how…
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OTC Markets Liquidity and Price Discovery
This article from Hamilton & Associates Law Group explores liquidity and price discovery on the OTC Markets, highlighting their unique operations compared…
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Material Event Reporting on the OTCID Market for Non-SEC Reporting Issuers
On July 1, 2025, OTC Markets Group replaced its Pink Current Information tier with the OTCID Market, a modernized disclosure platform aligned…
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OTC Markets Issuers and SEC Reporting: Website Requirements and Best Practices (2025 Guide)
Learn the 2025 website requirements and best practices for SEC-reporting OTC Markets issuers (OTCQX, OTCQB, OTCID). Ensure compliance with Regulation FD, SEC…
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OTC Markets Listing for Canadian Issuers
Canadian public companies can reach U.S. investors by dual listing on OTC Markets through the Multijurisdictional Disclosure System (MJDS). Eligible issuers may…
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Compliance for Cryptocurrency and Digital-Asset Issuers on OTC Markets
Crypto and blockchain issuers seeking OTC Markets quotation must comply with SEC Rule 15c2-11 by providing transparent disclosures on token operations, financials,…
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Toxic Convertible Financing and OTC Markets Issuers
This article discusses the risks and consequences of toxic convertible financing, also known as "death spiral financing," for small and emerging companies…
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Comparing OTCQX, OTCQB, and OTCID: Which Tier Is Right for Your Company?
This article from Hamilton & Associates Law Group compares the three main tiers of the OTC Markets Group—OTCQX, OTCQB, and OTCID (formerly…
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Form S-1 vs. Form S-3: A Practitioner’s Guide to Eligibility, Disclosure, and Incorporation by Reference (2025)
Form S-1 vs. Form S-3 — Eligibility, Disclosure Items & Incorporation by Reference (2025 Guide). Compare SEC Forms S-1 and S-3: who…
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SEC Confidential Treatment Requests: Protecting Sensitive Business Information in SEC Filings (2025)
SEC Confidential Treatment Requests — How to Protect Sensitive Business Information (2025 Guide) Learn when and how to request confidential treatment from…
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Uplisting from OTC Markets to Nasdaq or NYSE: The Uplisting Path and Compliance Milestones
The ultimate guide to uplisting from OTC Markets to Nasdaq or NYSE. Learn the strategic path, compliance milestones, and 'Corporate Cleanup' necessary…
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Depositing OTC Markets Shares — And What It Means for Investors
For many retail investors, buying or depositing shares of OTC-traded companies is far harder than it appears. Even when a security displays…
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Cautionary Tales from the OTC Markets
The OTC Markets can serve as either a launchpad to major exchanges or a dead end, depending on issuer transparency, governance, and…
Read MoreBlogroll & Resources
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/Securities Lawyer 101 Newsletter
https://ppe.securitieslawyer101.com/newsletters/Ask Securities Lawyer 101 Series
https://ppe.securitieslawyer101.com/ask-securitieslawyer101-series/Securities Law Presentations & Videos
https://ppe.securitieslawyer101.com/securities-law-video-series/