While the SEC (after 700 days) has not adopted its final equity crowdfunding regulations, Tennessee’s entrepreneurial efforts have moved forward. Tennessee’s new crowdfunding law known as “Invest Tennessee Exemption” became effective on January 1, 2015. The new law… Read More
Securities Lawyer 101 Blog Rule 144 requires that a “Notice of Sale” on Form 144 be filed by any person for whose account the securities are being sold if the person is an affiliate at the time of sale,… Read More
Category: Blog Posts Tags: Form 144, Form 144 Notice of Sales, Legal Opinion, Legend Removal, Legend Removal Opinion, Rule 144, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Tradability Opinion, Transfer Agent Opinion
Form 10 Shells are often sold for reverse merger transactions. A Form 10 shell is a company with no or nominal operational activity that are “Public Companies” meaning they are obligated to file reports with the Securities and… Read More
Category: Blog Posts Tags: custodianship, Form 10, Form 10 Shell, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, initial public offering, IPO, Prospectus, Prospectus Requirements, public vehicle, pump and dump, Regulation S-K, Reverse Merger, Reverse Merger Attorney, Reverse Merger Lawyer, Rule 144, Rule 6490, S-1, S-1 Going Public, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Award, SEC Bounty, SEC Claim, SEC Defendant, SEC Defense, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, SEC Trading Suspension, SEC Whistleblower, SEC whistleblower Award, SEC whistleblower bounty, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, securities offerings, Shell Company, shell hijacking, shell peddler, stock manipulation, stock promotions, stock registration, Toxic Convertible Note, toxic debt, toxic financing, Toxic Financings, toxic funding, trading suspension, unregistered stock
Shares registered on Form S-8 can only be used to compensate a natural person and not a corporation or other entity.
Category: Blog Posts Tags: Constulant, Form S-8, Form S-8 Registration Statement, Free Trading, Reporting Company, Rule 144, S-8 Registration, SEC Reporting, SEC Reporting Requirements, Stock Consultant, Stock Promoter
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 intricate process that can be structured a variety of ways. It is important to have an… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements
Securities Lawyer 101 Blog A public company must file an annual report on Form 10-K following the end of each of its fiscal year. The first Form 10-K deadline is 90 days after the end of the first fiscal year… Read More
Securities Lawyer 101 Blog We continue to receive inquiries from management and shareholders of public companies about the Depository Trust Company (“DTC”). Many of these people assert that there is a larger DTC conspiracy in the works. Frequently,… Read More
The role of the Going Public Lawyer is one of the most important in the going public process. The Going Public Lawyers at Hamilton & Associates Law Group have provided private companies with their going public solutions for… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements
Going Public Bootcamp – Securities Lawyer 101 Blog Form S-1 is the basic registration statement form used to register securities. Form S-1 can be used to register securities for which no other form is authorized or prescribed, except securities… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements, SEC Reporting Requirements Selective Disclosure
Securities Lawyer 101 Blog All public companies whose securities are registered on a national securities exchange, and generally issuers whose assets exceed $10,000,000 with a class of equity securities held by 500 or more persons, must register a… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations
Securities Lawyer 101 Blog Stock promoters often engage in what is known as stock scalping. Stock scalping is the illegal and deceptive practice of recommending that others purchase a security while secretly selling the same security. In recent… Read More
Direct Public Offering Lawyer – Securities Law Blog More and more issuers going public opt for a direct public offering. In a direct public offering management sells shares of the company’s stock directly to investors, rather than through… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements
Securities Lawyer 101 Blog To back up the officer and director certifications in periodic reports, issuers must establish and maintain a system of disclosure controls and procedures designed to ensure that the company records, processes, summarizes and discloses on a… Read More
Companies with a class of securities registered under the Securities Exchange Act of 1934, as amended are required to file periodic reports with the Securities and Exchange Commission (“SEC”). These reports include annual reports on Form 10-K, quarterly… Read More
It has been more than a year and the SEC has not finalized its rules with respect to equity crowdfunding under the Title III of the JOBS Act, which would allow an issuer to raise up to $1… Read More
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Form C, Private Placement, Regulation CF, Regulation CF Attorney, Regulation CF Attorneys, Regulation CF Capital Raise, Regulation CF Crowdfunding, Regulation CF Funding, Regulation CF Law Firm, Regulation CF Lawyer, Regulation CF Lawyers, Regulation CF offering, Regulation CF Requirements, Regulation Crowdfunding, Regulation Crowdfunding Attorney, Regulation Crowdfunding attorneys, Regulation Crowdfunding Lawyers, Regulation Crowdfunding Offering, Regulation Crowdfunding Reporting, Regulation Crowdfunding Requirements, Regulation D, Rule 506, Rule 506 (b), Rule 506-c, Rule 506(c)
Securities Lawyer 101 Blog Last week, the Financial Industry Regulatory Agency (“FINRA”) issued an investor alert concerning companies touting new technology for electronic cigarettes, often called e-cigarettes. The SEC recently announced a trading suspension of American Heritage International… Read More
The last step in a going public transaction is for the company to receive a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”). For a company to obtain its ticker symbol, a sponsoring market maker (“Sponsoring… Read More
Category: Blog Posts Tags: 15c2-11, 211, Blue Sky, broker-dealers, comment, custodianship, FINRA, FINRA Rule 15c2-11, Form 211, Form 211 and Amended 15c-211, Form 211 Attorney, Form 211 Attorneys, Form 211 Lawyer, Form 211 Lawyers, Form F-1, Form S-1, Going Public, Grey Sheets, Market Maker, otc, OTC Issuer, OTC Markets, OTC Markets and Sponsoring Market Maker, OTC Markets Pink, Regulation A, Regulation A Secondary Sales, Regulation A Tier 2, Regulation A+. Tier 1, Reporting Company, Reverse Merger, rule 15c-211, Rule 15c2-11, rules, SEC, SEC Administrative Proceeding, SEC Attorney, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting, SEC Reporting Requirements, SEC Trading Suspension, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, Shell Company, Sponsoring Market Maker, trading suspension, Unregistered Dealer, Unsolicited quotes
The North American Securities Administrators Association (“NASAA”) has launched its Electronic Filing Depository (“EFD”) for Rule 506 Form D filings. NASAA’s EFD was created to allow companies to post Form D’s for Rule 506 offerings online through NAASA’s EFD website. Rule 506 of Regulation… Read More
On December 18, 2014, the SEC issued proposals required by the JOBS Act intended to permit non-reporting issuers to delay or avoid becoming SEC reporting companies. To accomplish this, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) was… Read More
On December 18, 2014, the Securities and Exchange Commission (“SEC”) charged a Staten Island company called Premier Links Inc. and its former president and two sales representative, Dwayne Malloy, Chris Damon, and Theirry Ruffin, with running a boiler… Read More
Ponzi schemes are nothing new, but unwary investors continue to fall for them, lured by the prospect of improbably large returns. Typically, the scammer who runs the ponzi scheme makes few actual investments in the markets; they simply… Read More
On December 19, 2014, the SEC approved the issuance of proposed amendments to revise the rules related to the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Securities Exchange Act. Registration under… Read More
Securities Lawyer 101 Blog The North American Securities Administrators Association (“NASAA”) has launched its Electronic Filing Depository (“EFD”) for Rule 506 Form D filings. NASAA’s EFD was created to allow companies to post Form D’s for Rule 506 offerings… Read More
Category: Blog Posts Tags: Accredited Crowdfunding, Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Direct Listing, Direct Listing Lawyer, Equity, Equity Offering, Exempt Offering, Form C, Form D, offering circular, PPM, Private Placement, Private Placement Memorandum, Regulation CF, Regulation CF Attorney, Regulation CF Attorneys, Regulation CF Capital Raise, Regulation CF Crowdfunding, Regulation CF Funding, Regulation CF Law Firm, Regulation CF Lawyer, Regulation CF Lawyers, Regulation CF offering, Regulation CF Requirements, Regulation Crowdfunding, Regulation Crowdfunding Attorney, Regulation Crowdfunding attorneys, Regulation Crowdfunding Lawyers, Regulation Crowdfunding Offering, Regulation Crowdfunding Reporting, Regulation Crowdfunding Requirements, Regulation Crowdfunding SEC Reporting, Regulation Crowdfunding Securities Offering, Regulation D, Rule 504, Rule 504 Attorney, Rule 504 lawyer, Rule 506, Rule 506 (b), Rule 506-c, Rule 506(b), Rule 506(b) attorney, Rule 506(b) lawyer, Rule 506(c), Rule 506(c) lawyer, SEC Registration, Section 4(a)(6) Crowdfunding, Section 4(a)(6) Offering, SECTION 4(A)6, Securities Act, Securities Exemption, Securities Offering
On December 17, 2014, the Securities and Exchange Commission (the “SEC”) announced settled charges against Joseph Saranello who participated in a pump-and-dump scheme involving the stock of Rudy Nutrition. The SEC previously charged thirteen other individuals in the… Read More
On December 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Avon Products Inc. with violating the Foreign Corrupt Practices Act (FCPA) by failing to put controls in place to detect and prevent payments and gifts to… Read More
On December 17, 2014, Luis A. Aguilar released a public statement about why the rules surrounding transfer agents should be updated and modernized. [1] Unfortunately, the rules governing transfer agents were adopted in the 70’s and 80’s and have… Read More
On September 25, 2014, Advanced Cannabis Solutions, Inc. (“CANN”) sued Stephen G. Calandrella, one of the company’s biggest investors. Though that may seem paradoxical, CANN alleges in a lawsuit that Calandrella critically damaged the company. Last spring, on… Read More
Category: Blog Posts Tags: OTC Markets, Penny Stock, Petrotech, pump and dump, SEC Action, SEC Complaint, SEC enforcement, SEC enforcement action, SEC Investigation, SEC Subpoena, SEC Trading Suspension, SEC Trading Suspensions, Securities and Exchange Commission, Securities Fraud, Toxic Lender, Unregistered Dealer
On December 15, 2014, Securities and Exchange Commission (the “SEC”) charged Treaty Energy Corporation, Ronald L. Blackburn, Andrew V. Reid, Bruce A. Gwyn, Michael A. Mulshine, Lee C. Schlesinger and Samuel E. Whitley for a stock trading scheme… Read More
On December 12, 2014, the Securities and Exchange Commission (“SEC”) filed a civil injunctive action in the United States District Court for the Eastern District of New York, charging Douglas Furth, a stock promoter who resides in Solon, Ohio,… Read More
On December 8, 2014, the Securities and Exchange Commission (the “SEC”) sanctioned eight firms for violating auditor independence rules when they prepared the financial statements of brokerage firms that were their audit clients. The SEC determined that the audit… Read More
What is a Sponsoring Market Maker? Sponsoring Market Maker Lawyers
The last step in a going public transaction is for the company to receive a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”). For a company to obtain its ticker symbol, a sponsoring market maker (“Sponsoring… Read More
Category: Blog Posts Tags: 15c2-11, 211, Blue Sky, broker-dealers, comment, custodianship, FINRA, FINRA Rule 15c2-11, Form 211, Form 211 and Amended 15c-211, Form 211 Attorney, Form 211 Attorneys, Form 211 Lawyer, Form 211 Lawyers, Form F-1, Form S-1, Going Public, Grey Sheets, Market Maker, otc, OTC Issuer, OTC Markets, OTC Markets and Sponsoring Market Maker, OTC Markets Pink, Regulation A, Regulation A Secondary Sales, Regulation A Tier 2, Regulation A+. Tier 1, Reporting Company, Reverse Merger, rule 15c-211, Rule 15c2-11, rules, SEC, SEC Administrative Proceeding, SEC Attorney, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting, SEC Reporting Requirements, SEC Trading Suspension, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, Shell Company, Sponsoring Market Maker, trading suspension, Unregistered Dealer, Unsolicited quotes