Understanding the Role of IPO Underwriters in Going Public Transactions
Every initial public offering (IPO) in the United States relies on a team of financial intermediaries known as underwriters. Underwriters are investment banks that…
Read MoreBlog
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
Top 10 Myths About Going Public
Many believe going public is limited to Fortune 500 giants. In reality, smaller issuers can access public capital through Direct Public Offerings (DPOs), Regulation…
Read More
Super 10-K for Delinquent SEC Filings: How to Request SEC Permission, Requirements and Risks
What Is a Super 10-K? How Delinquent SEC Filers Request Relief and the Downside of Using One Issuers that fall behind on…
Read More
Going Public Without an Underwriter: The Direct Public Offering Advantage
For small and mid-size companies, the costs, dilution, and loss of control associated with a traditional underwritten Initial Public Offering (IPO) can…
Read More
From Private to Public: How to Prepare for SEC Disclosure Requirements
Transitioning from a private company to a public company involves more than filing a registration statement with the U.S. Securities and…
Read More
Choosing the Right Path to the Public Markets: IPO, DPO, Reverse Merger, or Regulation A+
When a private company decides to go public, it faces several potential pathways—each differing in structure, cost, timing, dilution, and control. This…
Read More
Understanding Form 10 Shell Companies: A Guide to Exchange Act Registration
Form 10 Shells occupy a unique niche in the U.S. capital markets. These corporations register a class of securities under the Securities…
Read More
Why U.S. Deep-Sea Mining Companies Need an Industry Association Now
The Case for a U.S. Deep-Sea Mining Association The case for a U.S. deep-sea mining association is no longer theoretical; it is a…
Read More
Free Writing Prospectus (FWP) vs Testing-the-Waters (TTW) Communications
This guide provides a comprehensive comparison between Free Writing Prospectuses (FWP) and Testing-the-Waters (TTW) communications. While these investor presentations often look identical,…
Read More
Nasdaq and NYSE Governance Counsel | Continued Listing Attorneys
What we help issuers accomplish on Nasdaq & NYSE Compliance We advise issuers on Nasdaq and NYSE corporate governance and continued listing…
Read More
A New Era for Administrative and Penny Stock Bars
Recent SEC orders suggest a more practical path to relief for individuals seeking reentry after administrative bars, including penny stock bars, and…
Read More
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.…
Read More
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…
Read More
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,…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
Read More
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.
Read More
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 -…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
Read More
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…
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/