Securities Law and Going Public Blog

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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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Selling Shareholder Form S-1 Disclosures

Companies going public with Form S-1 or Regulation A + have a variety of structures for their transactions. Companies can sell shares in reliance…

Supreme Court Says SEC ALJ Appointments Are Unconstitutional

Supreme Court Addresses SEC ALJ’s On June 21, 2018 The Supreme Court handed down a ruling in Lucia et al. v. Securities…

Form S-1 Disclosure and SEC Reporting Requirements

Form S-1 is the most commonly used registration statement form. It allows issuers to register various types of offerings and the form…

$102 Million Ponzi Scheme Charged By SEC

On June 19, 2018, The Securities and Exchange Commission (“SEC”) filed charges and obtained an asset freeze against the individuals and companies…

Going Public and Raising Capital 101 – Securities Lawyer 101

A private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions…

Form S-1 Disclosure and SEC Reporting Requirements for Material Changes

Issuers filing registration statements using a direct public offering in their going public transactions must comply with the disclosure requirements of Form S-1. These…

Borland Capital Group Charged by SEC – Securities Attorneys

On May 16, 2018, the Securities and Exchange Commission (“SEC”) charged the owner of a Manhattan-based alternative investment firm with misappropriating close…

SEC Expands Smaller Reporting Company Status – Securities Lawyers

On June 28, 2018, the Securities and Exchange Commission voted to adopt amendments to the “smaller reporting company” (SRC) definition to expand…

Form S-1 Registration Statement Filing Requirements, SEC Reporting Requirements

Private companies seeking to raise capital often file a Registration Statement on SEC Form S-1 or Offering Circular on Form 1-A pursuant to Regulation A+…

SEC Orders Merrill Lynch to Return More than $10.5 Million to Harmed Customers

The Securities and Exchange Commission (“SEC”) announced on June 12, 2018 that Merrill Lynch, Pierce, Fenner & Smith Inc. will pay…

Going Public Question and Answer – Securities & Going Public Attorneys

Going public is a big step for any company. Companies can go public and become listed on National Securities Exchanges like NASDAQ…

Going Public Using a Form S-1 Registration Statement

Going Public Using a Form S-1- 2018 Private companies going public commonly use a registration statement (“Registration Statement”) on Form S-1 under…

OTCQB Listing, OTCQB Requirements, OTCQB Reporting

The OTC Markets created the OTCQB Venture Market early-stage and developing U.S. and international companies. To be eligible for quotation on the…

FINRA Enforcement of Non-Members and Penny Stock Issuers

FINRA & Penny Stocks When the subject of penny stock enforcement actions arises, most people think first of the Securities and Exchange…

Regulation A+ Testing the Waters – Regulation A Going Public Attorneys

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

Regulation A+ Q&A

Regulation A+ expands existing Regulation A. Existing Regulation A provides an existing exemption from registration for smaller issuers of securities. Regulation A+ offerings can…

Investment Banker, Woojae “Steve” Jung, Chaerged in Insider Trading Scheme

According to the The Securities and Exchange Commission (“SEC”), Woojae “Steve” Jung, an investment banker at Goldman Sachs, used confidential client information…

Steven Pagartanis Charged for Defrauding Customers

On May 30, 2018, the Securities and Exchange Commission (“SEC”) charged a former Long Island registered representative with defrauding long-standing brokerage customers…

Form S-1 Filing Requirements, Filing Form S-1, S-1 Offering, S-1 …

Going public using Form S-1 or Form 1-A allows issuers to chose from a variety of offering structures. Private companies seeking to raise…

Constellation Healthcare Technologies Executives Charged with Fraud

On May 16th, 2018, the Securities and Exchange Commission (“SEC”) charged three former executives for Constellation Healthcare Technologies Inc. (Constellation), a Houston-…

Chardan Capital Charged by SEC

On May 16, 2018, the Securities and Exchange Commission (“SEC”) charged Chardan Capital Markets LLC (Chardan Capital) and Industrial and Commercial Bank…

SEC Charges Gregory Bercowy with Market Manipulation Scheme

On April 4, 2018, the Securities and Exchange Commission (“SEC”) charged Gregory Bercowy with a fraudulent scheme to manipulate the stock price…

Resales of Restricted Stock l Securities Lawyer 101

It is routine for public companies and private companies seeking to go public to place restrictive legends (“Restrictive Legends” on the certificates representing their…