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

Using Form S-1 to Go Public: A Detailed Breakdown of Regulation S-K Items and SEC Expectations

Form S-1 is the primary registration statement used by issuers under the Securities Act of 1933 to register securities for public sale.…

SEC No-Deny Policy Gets the Boot: What the End of Rule 202.5(e) Means for Enforcement Settlements

The Securities and Exchange Commission has rescinded its long-standing SEC no-deny settlement policy, ending a rule that for more than 50 years…

Rule 701 Stock Issuances While a Form S-1 Is Pending: IPO Equity Grants, Cheap Stock, and SEC 2026 Guidance

Companies going public using a Form S-1 registration statement often continue to issue equity to officers, directors, employees, and consultants while the…

Legal Opinion and SEC Resales: Rule 144 Opinion, Section 4(a)(1) Opinion, and Tradeability Opinion Guide

Why Shareholders Need a Legal Opinion Before Selling Restricted Securities A shareholder may own stock, but that does not always mean the…

Legal Opinion, Rule 144 Opinion and Section 4(a)(1) Opinion: SEC Resale Basics for Restricted Securities

Why SEC Resale Opinions Matter A legal opinion can be a critical step in moving restricted or controlled securities from a blocked…

SEC Legal Opinion Requirements for Registered Offerings: What Issuers Need to Know

A legal opinion is one of the most important documents filed with an SEC registration statement. For issuers conducting registered offerings, the…

Nasdaq $5 Million Minimum Offering Nasdaq amended Listing Rules 5405 and 5505 for IPOs and OTC Uplistings

Nasdaq $5 Million Minimum Offering Proceeds Rule: What IPO and OTC Uplisting Companies Need to Know Nasdaq’s initial listing liquidity rules changed…

Nasdaq SPAC Listing Rules: New 2026 IPO Standards for SPACs on the Nasdaq Global Market and Nasdaq Capital Market

Overview: Nasdaq Raises the Bar for SPAC IPO Listings Nasdaq has adopted enhanced initial listing standards for special purpose acquisition companies, commonly…

SEC Proposes Semiannual Reporting Option for Public Companies

On May 5, 2026, the Securities and Exchange Commission proposed rule and form amendments that would allow public companies to satisfy their…

Securities Lawyers Gone Wild: SEC Says M&A Deal Files Became an Insider Trading Pipeline

By Securities Lawyer 101 | Securities Lawyers Gone Wild The latest SEC insider trading complaint has many familiar ingredients: confidential merger information,…

Uplisting After Going Public: Moving from OTC to Nasdaq or NYSE (2026 Edition)

The Path from OTC to National Exchange Uplisting from the OTC Markets to Nasdaq or NYSE expands investor access, liquidity, and visibility.…

Understanding the Role of IPO Underwriters in Going Public Transactions

Every initial public offering (IPO) in the United States relies on a team of financial intermediaries known as underwriters. Underwriters are investment banks that…

Top 10 Myths About Going Public

Many believe going public is limited to Fortune 500 giants. In reality, smaller issuers can access public capital through Direct Public Offerings (DPOs), Regulation…

Super 10-K for Delinquent SEC Filings: How to Request SEC Permission, Requirements and Risks

What Is a Super 10-K? How Delinquent SEC Filers Request Relief and the Downside of Using One Issuers that fall behind on…

Going Public Without an Underwriter: The Direct Public Offering Advantage

For small and mid-size companies, the costs, dilution, and loss of control associated with a traditional underwritten Initial Public Offering (IPO) can…

From Private to Public: How to Prepare for SEC Disclosure Requirements

Transitioning from a private company to a public company involves more than filing a registration statement with the U.S. Securities and…

Choosing the Right Path to the Public Markets: IPO, DPO, Reverse Merger, or Regulation A+

When a private company decides to go public, it faces several potential pathways—each differing in structure, cost, timing, dilution, and control. This…

Understanding Form 10 Shell Companies: A Guide to Exchange Act Registration

Form 10 Shells occupy a unique niche in the U.S. capital markets. These corporations register a class of securities under the Securities…

Why U.S. Deep-Sea Mining Companies Need an Industry Association Now

The Case for a U.S. Deep-Sea Mining Association The case for a U.S. deep-sea mining association is no longer theoretical; it is a…

Free Writing Prospectus (FWP) vs Testing-the-Waters (TTW) Communications

This guide provides a comprehensive comparison between Free Writing Prospectuses (FWP) and Testing-the-Waters (TTW) communications. While these investor presentations often look identical,…

Nasdaq and NYSE Governance Counsel | Continued Listing Attorneys

What we help issuers accomplish on Nasdaq & NYSE Compliance We advise issuers on Nasdaq and NYSE corporate governance and continued listing…

A New Era for Administrative and Penny Stock Bars

Recent SEC orders suggest a more practical path to relief for individuals seeking reentry after administrative bars, including penny stock bars, and…

Understanding Regulation S-K Item 401: Officer and Director Disclosure Requirements

Regulation S-K Item 401 is an SEC requirement designed to provide investors with essential background information on the individuals leading a company.…

Removing Restrictive Legends From Stock: Legal Opinions, Florida Law, UCC Article 8, Rule 144

A restrictive legend on a stock certificate acts as a practical trading freeze, signaling that shares cannot be sold unless registered under…

Section 16a Delinquency Disclosures: A Guide to Regulation S-K Item 405

In the world of SEC reporting, Section 16a compliance is often viewed as a routine administrative task. However, treat it too lightly,…

Nasdaq Director Independence Standards, Rule 5605, A Practical Compliance Guide for Public Companies

Director independence is a core corporate governance requirement for a Nasdaq listing. It affects whether the board can satisfy the majority independent…

Testing the Waters (TTW) Under SEC Rule 163B: QIB/IAI Guide, Do’s & Don’ts

“Testing the waters” (TTW) communications let an issuer conducting an IPO, and anyone acting on its behalf, such as its underwriters, gauge…

Stock Promotion on Message Boards (InvestorsHub, Stocktwits, Seeking Alpha, Investor Village): SEC Rules, Risks, and 17(b) Disclosures

Message boards and social platforms can move thinly traded and microcap stocks quickly. That speed is exactly why the U.S. Securities and…

Deep Sea Mining Litigation Risk: What NOAA’s New Rule and the UK License Challenge Mean for Capital Raises

On September 30, 2025, we explored how deep-sea mining companies raising capital must treat regulatory uncertainty, international conflict, and expected challenges as…

Free Writing Prospectus (FWP) Rules for Form S-1 Registration Statements

A free writing prospectus, commonly called an FWP, is a written offering communication used in a registered securities offering that is…

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/