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.
The SEC’s Division of Examinations has officially released its Fiscal Year (FY) 2027 Examination Priorities, mapping out the precise risk areas, asset…
Read MoreSEC deregulation under the Trump administration reaches well beyond cryptocurrency. Since January 2025, the Securities and Exchange Commission and its staff have…
Read MoreForm S-8 registers securities offered under qualifying employee benefit plans. On October 15, 2026, the SEC’s Division of Corporation Finance issued new…
Read MoreThe SEC’s revised quorum rule permits one eligible commissioner to act on a particular matter when every other commissioner in office is…
Read MoreA control person cannot supply an immediately saleable public float in an OTC reverse merger merely by calling the shares “free-trading,” placing…
Read MoreFor first-time founders, family offices, business owners, and dealmakers, navigating private transactions often brings up a tricky gray area: When does an…
Read MoreA request for a shareholder written consent can constitute a solicitation under the SEC proxy rules even when directed to only one…
Read MoreThe Securities and Exchange Commission (SEC) has quietly adopted a controversial new rule allowing it to make major regulatory, policy, and enforcement…
Read MoreFor decades, reverse mergers provided private companies with a relatively predictable backdoor to the public markets. Rather than navigating the lengthy, expensive,…
Read MoreSection 4(a)(5) of the Securities Act of 1933 allows a company to offer and sell up to $5 million of securities exclusively…
Read MoreOn October 2, 2026, the Securities and Exchange Commission filed charges against David Reichman, the former Chairman and CEO of Global Tech…
Read MoreTaking a private company public is one of the most significant milestones in a business’s lifecycle. For more than twenty years, securities…
Read MoreThe United States remains the global benchmark for public-market access, capital formation, and investor confidence. Each year, dozens of non-U.S. companies—particularly from…
Read MoreForm S-3 is the U.S. Securities and Exchange Commission’s (“SEC”) short-form registration statement under the Securities Act of 1933. It allows public…
Read MoreYesterday, September 17, 2026, the Securities and Exchange Commission adopted a temporary, conditional Innovation Exemption intended to facilitate the onchain trading of…
Read MoreIn a landmark shift for capital markets and distributed ledger technology (DLT), the U.S. Securities and Exchange Commission (SEC) announced Exchange Act…
Read MoreA Private Placement Memorandum (PPM), also called an Offering Memorandum, is a disclosure document used in private securities offerings exempt from registration…
Read MoreRule 506(c) of Regulation D allows companies to publicly market private offerings—through websites, social-media posts, investor webinars, and other digital channels—so long…
Read MoreThirteen Counts Rejected, Two Questions Presented The petition for a Supreme Court review (writ of certiorari) in Spartan Securities Group, Ltd. v.…
Read MoreA Grand Prairie, Texas attorney is facing federal charges after allegedly operating a years-long Ponzi scheme, forging official legal documents, and pressuring…
Read MoreReverse mergers can provide small and emerging companies with a faster path to becoming publicly traded. But history has shown that this shortcut…
Read MoreThis 2026 quick-reference chart summarizes the most frequent comment themes raised by the SEC’s Division of Corporation Finance during its review of…
Read MoreAccessing Capital Beyond the IPO After going public, companies often conduct PIPE offerings, secondary offerings, and shelf registrations to raise additional capital. Eligibility to…
Read MoreFor a small company quoted on the OTC markets, few things arrive with less warning than a promotion flag. One morning the…
Read MoreA private operating company may enter into a reverse merger with an OTC Markets shell expecting to become public quickly and uplist…
Read MoreIssuers relying on Rule 506(b) or Rule 506(c) of Regulation D generally must file a Form D with the Securities and Exchange…
Read MoreThe SEC proposed Regulation Crypto Assets on August 18, 2026, creating two exemptions from Securities Act registration for offerings of covered investment…
Read MoreRule 506(c) of Regulation D allows companies to use general solicitation and general advertising to raise capital without registering the offering under…
Read MoreRule 506 of Regulation D is one of the most widely used exemptions for private securities offerings, but the exemption can be…
Read MoreRule 506(b) and Rule 506(c) allow companies to raise capital in private offerings without registering the securities with the SEC. Because securities…
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