Nasdaq Reverse Merger Uplisting Rules: Why an OTC Shell Can Delay a Nasdaq Listing for More Than a Year
A private operating company may enter into a reverse merger with an OTC Markets shell expecting to become public quickly and uplist…
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
Form D for Rule 506 Offerings: Deadlines, Amendments and Common Mistakes
Issuers relying on Rule 506(b) or Rule 506(c) of Regulation D generally must file a Form D with the Securities and Exchange…
Read More
SEC Proposes Regulation Crypto Assets: New Exemptions, Safe Harbor and State Preemption
The SEC proposed Regulation Crypto Assets on August 18, 2026, creating two exemptions from Securities Act registration for offerings of covered investment…
Read More
Rule 506(c) Accredited Investor Verification: What Issuers Need to Know
Rule 506(c) of Regulation D allows companies to use general solicitation and general advertising to raise capital without registering the offering under…
Read More
Rule 506 Bad Actor Disqualification: Who Must Be Checked Before a Regulation D Offering?
Rule 506 of Regulation D is one of the most widely used exemptions for private securities offerings, but the exemption can be…
Read More
Rule 506 Blue Sky Filings: State Notice Requirements, Form D and Florida Rules
Rule 506(b) and Rule 506(c) allow companies to raise capital in private offerings without registering the securities with the SEC. Because securities…
Read More
Rule 506(b) vs. Rule 506(c): Key Differences for Issuers
Rule 506(b) and Rule 506(c) are two of the most commonly used exemptions for private securities offerings under Regulation D. Both allow…
Read More
Transfer Agent Refused Legend Removal? What to Do After a Rule 144 Legal Opinion Is Rejected
A transfer agent’s refusal to remove a restrictive legend does not always mean the Rule 144 legal opinion is wrong. It may…
Read More
Transfer Agent Duties Under UCC Article 8: Rule 144 Legal Opinions, Legend Removal and the Florida Court Order or Bond Timeline
A shareholder who obtains a Rule 144 legal opinion and asks a transfer agent to remove a restrictive legend may assume the…
Read More
Transfer Agent Legal Opinions: Which Law Governs Restrictive Legend Removal?
A transfer agent legal opinion can become critical when a shareholder seeks restrictive legend removal under Rule 144 and the issuer objects,…
Read More
When Artificial Intelligence Gets It Wrong: The Hidden Risks in AI-Generated SEC Disclosures
Artificial intelligence (“AI”) has become a powerful tool in securities disclosure preparation. AI-driven drafting systems can now generate registration statements, risk factor summaries, and…
Read More
OTC Markets Listing Requirements 2026
OTC Markets Listing Requirements 2026: How to List on OTCQX, OTCQB or OTCID Companies seeking an OTC Markets quotation in 2026 must…
Read More
SEC Creates New Financial Reporting and Accounting Unit: What Public Companies and Auditors Need to Know
On August 5, 2026, the Securities and Exchange Commission announced the creation of a specialized Financial Reporting and Accounting Unit within its…
Read More
Nasdaq’s $5 Million MVLS Rule Automatically Stayed After Petitions for SEC Review
The July 22, 2026 order approving Nasdaq’s new $5 million Market Value of Listed Securities continued-listing standard has been automatically stayed after…
Read More
Short-and-Distort Campaigns — The Dark Side of Short Selling
Short selling is a lawful and valuable component of market efficiency. It provides liquidity, supports price discovery, and uncovers fraud. But when…
Read More
Uplisting to Nasdaq: When “Helping” the Stock Price Becomes Market Manipulation
Nasdaq Uplisting Requirements, Undisclosed Lockups, Manufactured Public Float, Matched Trading and Misleading Listing Applications An uplisting from the OTC Markets to the…
Read More
Received a Nasdaq Delisting Notice? How Public Companies Can Regain Compliance and Avoid Trading Suspension
Nasdaq-listed companies now face an additional and potentially unforgiving continued listing requirement. Under the SEC-approved rule, a company whose Market Value of…
Read More
Nasdaq’s New $5 Million Market Value Requirement: How MVLS Is Calculated and When Companies Face Delisting
The Securities and Exchange Commission has approved a new Nasdaq continued listing requirement that may lead to the rapid suspension and delisting…
Read More
TMC, NORI and TOML Challenge the ISA: Due Process, Contract Rights and the Future of Deep-Sea Mining
The first contentious proceedings ever brought against the International Seabed Authority have placed the rights of deep-sea mining contractors, the limits of…
Read More
BOEM’s Deep-Sea Mining Bidding Process and the Proposed American Samoa Offshore Minerals Auction
BOEM Moves Toward a Historic Seabed Minerals Lease Sale The Bureau of Ocean Energy Management has taken a significant step toward holding…
Read More
OTC MARKETS GUIDE TO CURING SEC FILING DELINQUENCY AND EXITING THE OTC EXPERT MARKET
An SEC-reporting company placed on the OTC Markets Expert Market ordinarily has two distinct problems. First, it must cure its delinquent reporting…
Read More
Could the SEC Suspend Alibaba, Baidu, NIO and Other Chinese Military-Linked Stocks?
Lawmakers seek ticker warnings and 10-business-day trading suspensions, but a temporary SEC suspension can become a practical death sentence for a stock.…
Read More
SEC Considers Weekly Short-Interest Reporting and Greater Transparency for Failures to Deliver
The Securities and Exchange Commission is considering a FINRA proposal that would significantly modernize the public reporting of short interest in U.S.…
Read More
Happy City Holdings (HCHL) SEC Trading Suspension: Inside the Nasdaq Pump-and-Dump Pattern and the WhatsApp Stock Promotion Playbook
Updated July 15, 2026 | SEC trading suspensions, Nasdaq microcap fraud, WhatsApp stock scams When the Securities and Exchange Commission suspended trading…
Read More
SEC Requires Activist Hedge Funds to Disclose Campaign Backers
New SEC guidance increases transparency in shareholder activism and proxy contests By Brenda Hamilton, Securities and Going Public Lawyer | Current through…
Read More
Exchange Act Rule 12g3-2(b): How Foreign Issuers Access U.S. OTC Markets Without Becoming SEC Reporting Companies
Foreign companies frequently want access to U.S. investors without the time, cost and regulatory burden of becoming full SEC reporting companies. For…
Read More
OTCQX Listing Requirements for Foreign Issuers in 2026
A comprehensive guide to OTCQX International eligibility, quotation, Rule 15c2-11, Form 211 and ongoing compliance under the April 6, 2026 V11 rules Current through…
Read More
How Will an Issuer Know if a FINRA Rule 6490 Company-Related Action Was Processed or Found Deficient?
Submission status is only the beginning After a company-related action request is submitted, FINRA may assign a case number or provide electronic…
Read More
Which Company-Related Actions Require a Fee Under FINRA Rule 6490?
Fee categories under Rule 6490 FINRA Rule 6490 identifies specific fees for processing certain corporate action notifications and related requests. The most…
Read More
Loose Lips Sink Ships (and IPOs) – SEC Quiet Period
Once a company decides to go public, what it says — and where, when, and to whom it says it — comes…
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/Go Public 101
https://www.gopublic101.com/OTC Markets
https://www.otcmarkets.com/Securities Lawyer 101 Blog
https://www.securitieslawyer101.com/blog/Securities & Exchange Commission
https://www.sec.gov/Securities Lawyer 101 Newsletter
https://www.securitieslawyer101.com/newsletters/Ask Securities Lawyer 101 Series
https://www.securitieslawyer101.com/ask-securitieslawyer101-series/Securities Law Presentations & Videos
https://www.securitieslawyer101.com/securities-law-video-series/