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

11th Circuit Upholds Unregistered Dealer Justin Keener SEC Judgment

On May 29, 2024, the U.S. Court Of Appeals for the Eleventh Circuit entered its Opinion in the Securities and Exchange Commission’s…

Tips For Going Public With A Direct Public Offering

More and more issuers going public opt for a direct public offering. Unlike an Initial Public Offering (IPO), in a direct public offering, the issuer sells…

SEC Obtains $5.9 Million Judgment Against John Fierro in Unregistered Penny Stock Dealer Case

On May 21, 2024, Judge Georgette Castner of the United States District Court for the District of New Jersey entered a final…

Are You Ready? T+1 Trade Settlement Begins Next Week

On May 21, 2024, Securities and Exchange Commission Chair Gary Gensler formally announced the U.S. securities market’s switch to a T+1 standard…

PCAOB Imposes a $400,000 Fine and Sanctions MaloneBailey, LLP for Pervasive Quality Control Violations

Less than a month after one of the biggest auditing firms in the public markets, BF Borgers, and its owner, Benjamin Borgers,…

SEC Issues BF Borgers Exemptive Order For SEC Reporting Companies

On May 20, 2024, the Securities and Exchange Commission (“SEC”) provided exemptive relief to certain SEC reporting companies affected by the SEC’s…

CAT’s Cradle – Ongoing Problems with the SEC’s Consolidated Audit Trail

In July 2012, the SEC adopted a new Rule 613 under Section 11A(a)(3)(B) of the Securities Exchange Act of 1934 (“Exchange Act”).…

Trump Media’s auditing firm, BF Borgers, busted for “massive fraud”

On May 3, 2024, the Securities and Exchange Commission announced an enforcement action against auditing firm BF Borgers CPA PC and its…

SEC permanently bans BF Borgers and its owner Benjamin Borgers and fines them a combined $14 million for accounting fraud

On May 3, 2024, the Securities and Exchange Commission (the “SEC“) charged audit firm BF Borgers and Its owner, Benjamin F. Borgers…

SEC Nails BF Borgers and Ben Borgers – Issuers Must Obtain New Auditors

On May 3, 2024, the Securities and Exchange Commission provided a statement for issuers impacted by its enforcement action against BF Bofgers…

SEC Charges Convertible Note Dealer Tri-Bridge Ventures, LLC and John Francis Forsythe, III for Failure to Register

On April 29, 2024, the Securities and Exchange Commission (the “SEC“) charged John Francis Forsythe, III (“Forsythe”), a resident of New Jersey,…

SEC obtains final judgment against relief defendant in George Stubos case

On April 15, 2024, the U.S. District Court for the Southern District of New York entered a final judgment against relief defendant…

What are SEC Periodic Reporting Requirements? Securities Lawyer 101

Companies become subject to the SEC’s periodic reporting requirements in several ways, including by filing a registration under the Securities Act of…

Reg A+ Securities Offerings and FAST Act

Prospective For Underwriters & Broker-Dealers: Due Diligence Considerations Unlike traditional Initial Public Offerings (“IPOs”), there is no potential liability for issuers under…

Form S-1 Registration Statements – What Companies Need To Know About Form S-1 & Going Public

Form S-1 Benefits & Going Public When a company sells shares, the shares must be covered by an effective registration statement or…

Investor Relations 101 – The Securities Laws & Stock Promotion

What Is Investor Relations? Investor relations or stock promotion involves disseminating information about a public company to increase its stock price and/or…

SEC Obtains Final Judgment Against Kevin Dills – Joseph Padilla Sentenced in Criminal Case

On March 19, 2024, the U.S. District Court for the District of Massachusetts entered final judgments against California resident Kevin C. Dills…

Going Public & Exchange Act Registration For Foreign Issuers

Foreign companies going public in the United States must file a registration statement covering a class of securities pursuant to the Securities…

OTC Markets 101 – The Basics of Listing – OTCQB

OTC Markets Group (“OTC Markets”) requires companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace (“OTCQB”) to have an initial…

Direct Public Offerings Q&A By Securities Lawyer 101

Going public transactions can be structured in numerous ways. The going public process is complicated and intricate, and it is important to…

Form S-1 Registration, Filing and Requirements, Form S-1 and Going Public

Private companies seeking to raise capital often file a registration statement on SEC Form S-1 to meet certain requirements of the Financial…

Form 10 Registration Statements Q & A

Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act…

Hamilton & Associates Law Group: Regulation A White Paper

Tier 1 of Regulation A provides an exemption for securities offerings of up to $20 million in a 12-month period, while Tier…

Form S-1 Registration Statement Attorneys – Going Public Lawyers

Private companies going public should consider Form S-1 filing requirements when contemplating their securities offering. Private companies seeking to raise capital often file a registration statement…

Toxic Funders: Unregistered Dealers, Short Sellers, or Both?

We’ve often written about “toxic” promissory notes or preferred stock and the unregistered dealers who purchase them. These dealers are not the…

2024 Form 10K and 10-K Deadlines Chart

Periodic Report Large Accelerated Filers Accelerated Filers Non-Accelerated Filers Form 10-K for Fiscal Year Ended December 31, 2023 February 29, 2024 …

Ibrahim Almagarby Loses Unregistered Dealer Appeal

On February 14, 2024, the United States Court of Appeals for the Southern District of Florida made its ruling in the case…

SEC Obtains Final Judgment against Jeffrey Auerbach for Role in Bribery Scheme

On February 5, 2024, the Securities and Exchange Commission (the “Commission”) obtained a final judgment against defendant Jeffrey Auerbach, whom the SEC…

Rule 144 Legal Opinions and Legend Removal Q&A

Section 5 of the Securities Act of 1933, as amended, (the “Securities Act”) requires the offer and sale of securities to be…

SEC Consent Judgments: Speak Now, or Forever Hold Your Peace

Most investors are likely unaware that they can petition the SEC for new rules or changes to old ones. They can even…

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/