Smooth Sailing For General Solicitation Under Rule 506(c) – Going Public Lawyers
Rule 506(c) fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if they…
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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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What is an Exempt Direct Public Offering? Rule 506(c) Offering Attorneys
An exempt Direct Public Offering can involve a private placement under Rules 506(c) or 504 of Regulation D. The most commonly used…
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Securities Offering Exemptions – SEC Concept Release
SEC Concept Release on Harmonization of Securities Offering Exemptions In the wake of the stock market crash of 1929, the public had…
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The Emerging Growth Company & Confidential Submission of Draft Registration Statements
Securities Lawyer 101 Blog In order to qualify for many of the benefits created by Title I of the JOBS Act, an…
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Penny Stock Scalping 101 – Securities Lawyer 101
Stock scalping refers to the illegal and deceptive practice of recommending that others purchase a security while secretly selling the same security. …
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SEC Form D Requirements, Regulation D, Notice of Sales
To file a Form D, the Company must obtain Edgar filer codes. Edgar filer codes are obtained by filing a Form ID…
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SEC Form 8-K Current Reports, Filing Requirements l Securities Lawyer 101
Securities Lawyer 101 Blog Private companies going public should be familiar with the requirements of Form 8-K. Once a company completes its…
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Form 10-Q Quarterly Reports, Filing Requirements l Going Public Lawyer
Publicly traded companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act…
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What is an Accredited Investor? Securities Lawyer 101
Dodd-Frank amended the definition of an “accredited” investor to exclude the value of an investor’s primary residence when determining whether the net…
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Form 10 Registration, Form 10 Effective Date – Securities Lawyer 101
Registration Statements on Form 10 ("Form 10") become effective automatically after 60 days. Form 10 registration covers a class of securities under…
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S-1 Registration Requirements, Filing Form S-1, S-1 Offering, S-1 Lawyers
S-1 Filing Requirements, Filing Form S-1, S-1 Offering, S-1 Lawyers - The process of going public using Form S-1 must be structured…
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Dormant Shell Companies For Reverse Mergers Suspended by the SEC While Delinquent Filers Run Wild
Its object is to render useless and worthless dormant shell companies that might otherwise be hijacked, used in reverse mergers, and ultimately…
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Going Public – Regulation A+ – IPO Alternative
Regulation A contains two exemptions with unique requirements and benefits. Regulation A Tier 1 and Tier 2 allow the issuer to raise…
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Form F-1 Foreign Issuer Registration Statements and Going Public
SEC Form F-1 is commonly used by foreign issuers in connection with their going public transaction. Typically, foreign companies seeking to raise…
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Ask Securities Lawyer 101 l Form 12b-25 Q & A
Form 12b-25 provides an extension of public company SEC reporting requirements to certain filers which have difficulty meeting the Securities and Exchange…
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Will Form 12b-25 Extend 10-Q’s Due Date? l Securities Lawyer 101
Form 12b-25 provides the issuer with a 5 day extension within which to file the Form 10-Q or 15 days for a…
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SEC Charges Lloyd Schuman with Repeated Insider Trading
The SEC charged on May 9, 2019, Lloyd Schuman and Dane Janes for insider trading and for repeatedly traded and tipped on…
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SEC Charges Danny Williams Former Executive of a Truckload Freight Company with Accounting Fraud
On May 9,2019, the SEC charged Danny Williams, the former President of Quality Companies, LLC, a former subsidiary of Indianapolis-based Celadon Group…
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SEC Obtains Final Judgment Against Rocco Roveccio for Defrauding Customers
On May 3, 2019, a federal district court entered a final consent judgment against Rocco Roveccio, a broker who was charged with…
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What is a Penny Stock? Securities Lawyer 101
The term "penny stock" refers to a security issued by a company whose shares that trades at less than $5 per share…
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SEC Announces Fraud Charges in Ticket Resale Investment Scam
On April 29,2019, the SEC charged James Siniscalchi, a New York City man with continuing a previously charged scheme, stealing millions of dollars…
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SEC Obtains Asset Freeze in Connection with Alleged Insider Trading
The SEC announced on April 29,2019, the entry of an emergency court order freezing assets related to alleged insider trading that yielded…
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SEC Charges Christopher Dougherty, an Investment Adviser with Running a Ponzi Scheme
On April 26, 2019, the SEC charged Christopher Dougherty and several entities he controlled, with operating a Ponzi scheme that defrauded his…
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Do I Have To Amend My Form D? Going Public Attorneys
When a company decides to raise money in a Regulation D offering as part of its going public transaction, it must file…
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What Is DTC Eligibility? Going Public Attorneys
DTC’s eligibility creates liquidity for companies after a going public transaction. DTC’s Issue Eligibility program allows newly issued securities as well as…
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SEC Charges Truckload Freight Company with Accounting Fraud
The SEC charged on April 25,2019, an Indianapolis-based Celadon Group Inc. with an accounting fraud that allowed the truckload freight company to…
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Former Broker Zachary Berkey Ordered to Pay SEC Disgorgement and Penalties
On April 18, 2019, the United States District Court for the Southern District of New York, ordered a former broker, Zachary Berkey,…
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SEC Charges Eric Lyons For Misappropriation and Fraudulent Securities Offering
On April 23, 2019, the SEC obtained an emergency asset freeze and temporary restraining order to halt an ongoing fraudulent securities offering…
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SEC Charges David Loflin in Greenway Design Pump-and-Dump
The SEC charged David Loflin on April 22,2019, for his role in a pump-and-dump scheme in the stock of Greenway Design Group,…
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Regulation A Form 1-A Offering Circular Disclosures – Going Public Lawyers
Regulation A Form 1-A Offering Statements require line item disclosure of information about the issuer and the offering. Form 1-A is subject…
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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.
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