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.

Latest Blog Posts

Medbox & The License to Swindle – Peter Berney Shells

Down the Rabbit Hole We Go We were recently asked to review a penny stock company called Medbox Inc. (MDBX). The Medbox…

Corporate Law 101 – Securities Lawyer

Because only issuers can go public and have their securities publicly traded, it is necessary for many unincorporated businesses to set up corporate…

Foreign Issuers Going Public and How? Securities Attorney

Foreign issuers seeking to go public have several options for their transactions. Foreign issuers seeking to go public in the U.S. may complete an…

Can I Put Graphics In My S-1? Going Public Lawyers

A common question we receive as going public lawyers is what graphics can be used in the issuer’s Form S-1 registration statement. …

Can I Amend My Form 10-K? Going Public Attorneys

A company may desire to change information presented in its Annual Report on Form 10-K for a number of reasons. Form 10-K…

What Is a Consent of Auditor? Going Public Lawyers

Item 601 of Regulation S-K requires issuers to file a Consent of Auditor as an exhibit to certain forms and files with the SEC…

SEC Amends Related Party Disclosure Rules – Going Public Lawyers

Annual reports on Form 10-K are just around the corner for companies with a December 31, year-end. We have received several questions…

What Is The Section 1145 Exemption? Securities Lawyer 101

Securities law issues are an important consideration in structuring a Chapter 11 reorganization, particularly where the debtor is a public company. Section…

Can I Issue Free Trading Shares Under Rule 504? Going Public Lawyers

Despite numerous SEC enforcement actions, Rule 504 of Regulation D of the Securities Act remains a commonly misused exemption particularly in dilution…

SEC Charges Frederick Elm and Elm Tree Investment Fund LP

On January 21, 2015, the Securities and Exchange Commission (the “SEC”) announced fraud charges and an asset freeze against a Fort Lauderdale,…

Who Has To File Form 144?

Rule 144 of the Securities Act of 1933, as amended provides a safe harbor for certain public resales of securities, if certain…

Just What Is A Security Anyway? – Going Public Lawyers

Below is a teaser from the new e-book by Michael T. Williams, a going public lawyer and Best-Selling Amazon E-Book author. The…

What Happens If I Forget To File My Form D? Going Public Lawyers

Securities Lawyer 101 Blog The most common exemptions from registration for both public companies and private companies seeking to go public are…

Do I Have to Disclose Payments To a Finder?

Companies seeking capital are frequently approached by intermediaries who offer to locate investors in exchange for a fee. Most intermediaries also known…

How Do I Spin-Off My Subsidiary? Going Public Lawyer

Securities Lawyer 101 Blog A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes shares of its subsidiary (“Subsidiary”)…

What is a Going Public Lawyer?

The role of the Going Public Lawyer is one of the most important in the going public process. The Going Public Lawyers…

FINRA Expels John Thomas Financial & Bars Tommy Belesis

On January 9, 2015, The Financial Industry Regulatory Authority (“FINRA”) announced that a hearing panel expelled John Thomas Financial, and barred its…

What Is SEC Form 5 & When Is It Due? Securities Lawyer 101

Section 16 of the Securities Exchange Act of 1934 requires that officers, directors and holders of more than 10% of a company’s…

How Do I Go Public on the OTC Pink? – Going Public Lawyer

Securities Lawyer 101 Blog Many private companies that go public are opting for the listing on the OTC Market’s OTC Pinks due…

How Does a Sponsoring Market Maker Get a Ticker? Form 211 and Rule 15c-211

Securities Lawyer 101 Blog The last step in going public transactions is most often obtaining a stock trading or ticker symbol from…

What Is a Reverse Merger Super 8-K? Going Public Lawyer

Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”), Division of Corporate Finance frequently notes disclosure failures of reverse merger transactions in…

And The Beat Goes On – Tennessee Adopts Crowdfunding

While the SEC (after 700 days) has not adopted its final equity crowdfunding regulations, Tennessee’s entrepreneurial efforts have moved forward. Tennessee’s new…

What is a Form 144 Notice of Sales? Going Public Lawyer

Securities Lawyer 101 Blog Rule 144 requires that a “Notice of Sale” on Form 144 be filed by any person for whose…

Reverse Mergers & Form 10 Shells

Form 10 Shells are often sold for reverse merger transactions. A Form 10 shell is a company with no or nominal operational…

Paying Consultants & Stock Promoters With Stock – Going Public Lawyers

Shares registered on Form S-8 can only be used to compensate a natural person and not a corporation or other entity.

The Going Public Lawyer’s Dictionary

The Going Public Lawyer’s Dictionary was created to assist companies to become familiar with certain terms they will encounter during their going…

Why Companies Need a Going Public Attorney

A Going public attorney can help ensure that a Company’s offer and sale of securities comply with both state and federal securities laws. Going public is an…

When Is Form 10-K Due? Securities Lawyer 101

Securities Lawyer 101 Blog A public company must file an annual report on Form 10-K following the end of each of its fiscal…

DTC Conspiracy Theories Continue In 2015

Securities Lawyer 101 Blog We continue to receive inquiries from management and shareholders of public companies about the Depository Trust Company (“DTC”). …

What Does a Going Public Lawyer Do Anyway?

The role of the Going Public Lawyer is one of the most important in the going public process. The Going Public Lawyers…

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/

Nasdaq

https://www.nasdaq.com/newsroom

NYSE

https://www.nyse.com/markets/resources

Go Public 101

https://www.gopublic101.com/

OTC Markets

https://www.otcmarkets.com/

Securities Lawyer 101 Blog

https://www.securitieslawyer101.com/blog/