When Denying Rule 144 Legal Opinions is a Market Manipulation Scheme
Practical guidance on Rule 144 legal opinions, restrictive legend removal, and transfer agent processing, including shell company and 144 legal opinion considerations.
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The “Genius” Plan: Penny Stock Insiders vs. Section 5 (Guess Who Wins)
Officers, directors, and other insiders try to “control” the flow of public sales - sometimes under the banner of Rule 144 -…
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Officers and Directors of Foreign Private Issuers Now Subject to Section 16 Reporting Requirements
Section 16(a) reporting requirements to directors and executive officers of foreign private issuers marks a significant evolution in U.S. securities regulation. The…
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Nasdaq Primary vs. Secondary Direct Listings
A Nasdaq direct listing allows an issuer to list its common equity on the exchange without the traditional underwritten initial public offering…
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Reverse Merger to Go Public: Legal & Regulatory Risks
A reverse merger can be a viable path for a private company to gain a public listing, offering speed, cost efficiency, and…
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Supreme Court Petition in Xeriant v. Auctus Fund: A Defining Moment in the SEC’s War on Toxic Lenders
This article details the Supreme Court petition in Xeriant, Inc. v. Auctus Fund, LLC, which challenges a Second Circuit opinion regarding Section…
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OTC Markets’ Role in Secondary Offerings and Resales
The critical role of OTC Markets in facilitating secondary offerings and resales of restricted and control securities under SEC Rule 144. This…
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Nasdaq Annual Meeting Rules: Q&A Guide
This question-and-answer guide covers the legal and regulatory requirements for Nasdaq-listed companies holding their annual stockholder meetings. The article focuses on the…
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