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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.

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Regulation A + l Rule 506 l Form S-1 Comparison

Rule 506 and Regulation A provide smaller companies with a flexible alternative to raising capital and going public in connection with direct…

USDA Releases Draft of Interim Final Rule on Hempmaking

On December 20, 2018, the 2018 Farm Bill was signed into law by the federal government. The 2018 Farm Bill “requires USDA…

Regulation A Direct Listing: Regulation A Tier 2 Requirements

An increasing number of small companies seeking public company status are using Tier 2 of Regulation A in their going public transaction. …

Recent Court Dissent Shows Progress for Marijuana Companies

Currently, although many states have legalized marijuana, it is still illegal to sell the drug under federal law. Because of this, under…

Does Regulation A+ Allow Testing the Waters?

Issuers utilizing Regulation A+ are permitted to “test the waters” with potential purchaser and use solicitation materials both before and after the…

Finra Investigates BNP Paribas

On October 24, 2019, the Financial Industry Regulatory Authority (FINRA) announced a settled enforcement action involving BNP Paribas Securities Corp. and BNP…

What is Corporate Hijacking?

Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than a decade. Corporate hijackings…

Does Offering Integration Apply in a Regulation A Offering?

The Regulation A + offering integration rules prevent companies from improperly avoiding the SEC’s registration statement requirements by dividing a single securities offering into multiple…

Regulation A+ For Publicly Traded Reporting Companies

Benefits of Regulation A+ Amendments On December 19, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A informally referred…

SEC Halts Alleged $1.7 Billion Unregistered Token Offering

Beginning in January 2018, Telegram Group Inc. and its wholly-owned subsidiary TON issuer began raising capital to finance their business. This included…

Nasdaq’s Regulation A Seasoning Requirement

Posted by Brenda HamiltonNasdaq’s Regulation A Proposal The Nasdaq Stock Market LLC (“Nasdaq”) proposed a rule that would impose listing requirements for…

Regulation A+ Tier 2 Reporting Obligations – Going Public Lawyer

Regulation A, also known as Regulation A+, provides investors with more investment choices and issuers with more capital raising options during their…

Rule 506(b) Offerings

Rule 506(b) Offerings – Regulation D Offerings Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts from SEC…

Regulation A+ 2019 Q&A – Securities Lawyer 101

Regulation A provides an exemption from registration that can be used in combination with a Rule 506 private placement, a direct public offering and/or…

The 3(a)(10) Exemption from SEC Registration

Securities Lawyer 101 Blog Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”) exempts the offer and sale of securities…

Rule 506(c) Offerings: Everything You Need to Know

Issuers can advertise their securities offerings under Rule 506(c) of Regulation D. Upon its implementation in 2013, Rule 506(c) removed the 80-year…

Regulation A Offerings – Blue Sky Requirements

Regulation A, also known as Regulation A +, provides an exemption from registration for sales of up to $50 million in a…

Regulation A Investor Bulletin Issued by SEC

In April of this year, NASDAQ submitted a proposal related to the Regulation A Offering Exemption which would require any Company listing…

SEC Updates PAUSE List of Firms Using Inaccurate Information

The SEC has updated its PAUSE list (Public Alert: Unregistered Soliciting Entities), “adding 23 soliciting entities, two impersonators of genuine firms, and…

Our Comment to the SEC Regarding Rule 211 (15c2-11) – Sponsoring Market Makers

Blue Sky, Form 211, Regulation A, Regulation A Secondary Sales, Regulation A Tier 2, Regulation A+. Tier 1, Reporting Company, Rule 15c2-11,…

SEC Proposes Rule 15c2-11 Changes – Form 15c-211 Attorneys

The object of the new proposed changes to Rule 15c2-11 is the same as it was in 1998 and 1999: to cut…

SEC Adopts New Rule to Modernize Regulation of Exchange-Traded Funds

In addition to their new rule allowing companies to “test the water“, the SEC has announced another new rule regarding Exchange-Traded Funds…

Filing a Form S-1 Registration Statement? Going Public Lawyers

All companies going public should consider Form S-1 registration statement filing requirements when contemplating their securities offering. Form S-1 provides flexibility.

SEC: Facebook to Pay $100M for Misleading Investors

After the election of 2016, a lot was made of “fake news” and Facebook’s role in spreading it. Part of this large…

Popular Messaging App Kik Shuts Down, Blames SEC

The popular messaging app Kik raised over $100 million in 2017 in its Initial Coin Offering (ICO). Then, in June of 2019,…

South Florida Securities Lawyer,Jan Atlas Charged with Fraud

Jan Atlas, a 74-year old attorney based in Ft. Lauderdale was charged on September 17, 2019, with “one count of securities fraud,…

Investor Relations and Rule 506 (c) Offerings

Rule 506(c) of Regulation D. Rule 506(c) removes the 80-year prohibition against the general solicitation and advertising of private placements.

Director Bill Hinman Expands on SEC’s Approach to Crypto

According to Forbes, Bill Hinman partook in a fireside chat at Cardozo Law School this week, where he “covered a range of…

What is an Annual Report on Form 10-K? Securities Lawyer 101

Form 10-K requires, item by item, disclosures by referring to specific item numbers of Regulation S-K and Regulation S-X. Sarbanes-Oxley Act requires…

Smaller Reporting Companies (SRCs) – Emerging Growth Companies

adopted a system of disclosure rules for issuers who fall into the category of a smaller reporting company. The “smaller reporting…

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/