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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Common Disclosure Deficiencies Leading to OTC Markets Suspension

The document outlines common disclosure deficiencies that lead to OTC Markets suspending or downgrading issuers under Rule 15c2-11, which requires current, publicly…

Annual and Quarterly Reporting Under the OTC Markets Alternative Reporting Standard

The OTC Markets Alternative Reporting Standard outlines disclosure requirements for non-SEC-reporting issuers on OTCIQ, including annual and quarterly reports, officer certifications, and…

Understanding Rule 15c2-11 Current Information Standard

The SEC’s Rule 15c2-11 “Current Information” standard is the foundation of OTC Markets compliance. It requires that broker-dealers may publish or maintain…

How the OTC Markets Expert Market Works – Securities Lawyer 101

The OTC Markets Expert Market is a restricted trading tier created under the SEC’s 2021 Rule 15c2-11 amendments, allowing only broker-dealers and…

SEC and FINRA Enforcement Trends in the OTC Market

The have intensified enforcement in the OTC Markets. The focus has shifted sharply toward broker-dealer gatekeeper obligations, fraudulent stock promotions, and manipulative…

Promotional Activity & Investor Relations Rules on OTC Markets

OTC Markets’ Stock Promotion Policy governs any public communication—press releases, newsletters, videos, email blasts, or social-media posts—that could influence trading activity or…

OTC Markets Direct – Bypassing the Sponsoring Market Maker Under SEC Rule 15c2-11

Issuers may now work directly with OTC Markets through its OTCIQ Portal, bypassing the sponsoring market maker while maintaining full compliance under…

SEC to Formalize “Innovation Exemption” by Year-End: What It Means for Digital Asset Issuers and Market Participants

The U.S. Securities and Exchange Commission (SEC) is preparing to formalize a long-discussed “innovation exemption” by the end of 2025, according to…

The Role of Transfer Agents in OTC Markets Compliance

In the OTC Markets ecosystem, transfer agents play a critical — yet often overlooked — role in ensuring compliance, shareholder transparency, and…

Uplisting from OTC Markets to Nasdaq or NYSE

Uplisting from the OTC Markets to Nasdaq or NYSE American represents a pivotal transition for emerging companies seeking greater liquidity, institutional visibility,…

When Short Sellers Hit OTC Markets Stocks – Securities Lawyer 101

Short selling — the sale of borrowed shares with the expectation of repurchasing them later at a lower price — plays a…

OTC Markets Direct: Sponsoring Market Makers Bypassed Under Rule 15c2-11

Learn how issuers can go public on the OTC Markets without a sponsoring market maker under SEC Rule 15c2-11. Hamilton & Associates…

The SEC’s Inspector General Calls for Overhaul of CorpFin’s Disclosure Review Process

The U.S. Securities and Exchange Commission’s Office of Inspector General (OIG) has released a critical audit evaluating how the Division of Corporation…

Texas Stock Exchange Nears Launch After SEC Approval — A New Challenger to NYSE and Nasdaq

Published: October 6, 2025 In a landmark decision that could alter the balance of power in U.S. capital markets, the Texas Stock…

What Happens at the SEC During a Government Shutdown?

In its “Operations Plan Under a Lapse in Appropriations and Government Shutdown,” the SEC lays out with surprising candor the bare-bones framework…

SEC Takes Action to Curb Skyrocketing Costs of Consolidated Audit Trail

The CAT, mandated by Rule 613 of Regulation NMS following the 2010 Flash Crash, was intended to enhance market surveillance by creating…

Restricted Stock Q&A — 2025 Edition

Prepared by Hamilton & Associates Law Group, P.A. www.securitieslawyer101.com Introduction Restricted and control securities are common in private placements, employee compensation, and…

Rule 144 Resales of Restricted Securities of Shell Companies and Former Shell Companies

Rule 144(i): The Restriction on Shell Company Resales - What Stockholders and Issuers need to know.

Selling Private Placement Shares on Forge Global, Nasdaq Private Market, or Illiquidx

Company shareholders, whether employees, founders, or early investors, are increasingly looking to secondary marketplaces like Forge Global, Nasdaq Private Market (NPM), and…

Deep-Sea Mining, Public Market: Capital, Risk, and Regulatory Turbulence

Deep-Sea Mining and Capital Markets As demand surges for strategic minerals like nickel, cobalt, manganese, and rare earths, deep-sea mining firms are…

SEC Trading Suspensions of QMMM, SDM – New SEC Cross-Border Task Force

On September 29, 2025, the U.S. Securities and Exchange Commission (SEC) issued back-to-back trading suspensions for two foreign issuers listed on the…

Bollinger Innovations: The Curious Case of the Disappearing Investor

Yesterday, Bollinger Innovations Inc. (BINI) (formerly Mullen Automotive, Inc. (MULN)) announced a 1:250 reverse stock split, effective Monday, September 22, 2025, in…

What Does It Mean to Be an “Affiliate”?

In securities law, determining whether someone is an affiliate can impact everything from the resale of shares to a company’s qualification for…

Rule 144 and 145: The SEC’s Favorite Party Poopers

When it comes to the resale of securities, few areas of securities law generate as much scrutiny as those involving shell companies.…

Trump Says No More Nasty 10-Qs — Make SEC Reporting Great Again

President Donald Trump has revived an idea he first floated during his earlier administration: doing away with quarterly reporting requirements for U.S.…

Direct Public Offerings in 2025

A Direct Public Offering (DPO) is an effective method for going public. Private companies may also raise capital by selling securities directly…

Nasdaq Proposes Tougher Listing Standards

On September 3, 2025, Nasdaq unveiled proposed updates to its listing standards, designed to strengthen investor protections and enhance market integrity. The…

Navigating Periodic Reporting for U.S. Public Companies

As a public company in the U.S., staying on top of your SEC reporting obligations under the Securities Exchange Act of 1934…

Hedge Funds Just Won a Key Review of the SEC’s Short-Sale Disclosure Rule. Here’s What It Means.

A federal appeals court has ordered the Securities and Exchange Commission to take a fresh look at the economic impact of its…

Navigating Audit Committee Requirements

For public companies in the U.S., the audit committee plays a critical role in maintaining investor confidence and ensuring accountability. Audit committees…

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/