Form S-1 requires companies to provide a Plan of Distribution as required by Item 508 of Regulation S-K. Item 508 requires a company to describe how it will offer its securities to the public. When a company indicates… Read More
A Going Public Lawyer helps the company comply with the expansive disclosures required in registration statements filed with the Securities and Exchange Commission (SEC). Proper disclosure is critical during the going public process. SEC disclosures are most often… Read More
On March 13, 2015, the Securities and Exchange Commission (SEC) charged eight officers, directors, or major shareholders of public companies in connection with going private transactions. According to the SEC, the defendants failed to update their stock ownership… Read More
Posted By Brenda Hamilton, Securities Lawyer Companies may use an exemption under Regulation D to offer and sell securities without having to register the offering with the Securities and Exchange Commission (“SEC”). When relying on such an exemption,… Read More
Proper disclosure is critical during the going public process. SEC disclosures are most often prepared by the company’s going public attorney. The securities laws require that companies provide expansive disclosures in registration statements filed with the Securities and Exchange… Read More
On March 4, 2015, the Securities and Exchange Commission (SEC) announced it had charged HD Vest Investment Securities with violating key customer protection rules after failing to adequately supervise registered representatives who misappropriated customer funds. HD Vest Investment… Read More
Posted by Brenda Hamilton Securities Lawyer On March 6, 2014, the Securities and Exchange Commission (SEC) announced it had added Billy Joe Adcox, Jr. of Ruston, Louisiana to a civil injunctive action in the United States District Court… Read More
The Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission require that broker-dealers perform adequate due diligence before letting a registered representative recommend private placements made pursuant to Regulation D of the Securities Act of 1933,… Read More
Companies become subject to the SEC’s periodic reporting requirements a number of ways including by filing a registration under the Securities Act of 1933, as amended or pursuant to the Securities Exchange Act of 1934. The SEC periodic… Read More
Posted By Brenda Hamilton, Securities Lawyer The Depository Trust and Clearing Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”) was created to improve efficiencies and reduce… Read More
A foreign issuer seeking to go public has several registration statement forms available for its going public transactions. Regardless of the registration statement form selected, all registration statements and other material filed with the Securities and Exchange Commission… Read More
A foreign private issuer seeking to go public in the U.S. can file a registration statement covering a public offering of securities under the Securities Act of 1933, as amended (“Securities Act”), register a class of equity securities under… Read More
Under federal securities laws, a foreign company that meets the definition of the Securities and Exchange Commission (SEC) of a foreign private issuer must register an offering of its securities under the Securities Act of 1933, as amended… Read More
Foreign issuers seeking to go public and access the U.S. capital markets must comply with the requirements of the Securities Act of 1933 (Securities Act) and the Securities Exchange Act of 1934 (Exchange Act). The Securities Act requires… Read More
The U.S. markets are a preferred venue for foreign companies seeking to raise capital and/or create liquidity for shareholders by going public. There are unique requirements under U.S. securities laws for foreign issuers seeking to go public… Read More
Rule 144 (“SEC Rule 144”) under the Securities Act of 1933 (“Securities Act”) provides a safe harbor from the registration statement provisions of the Securities Act for resale of restricted and control securities by persons other than the issuer… Read More
Posted by Brenda Hamilton, Securities and Going Public Lawyer Michigan recently made a move to assist Michigan small businesses with their investment crowdfunding endeavors. Michigan became the first state to establish an intrastate market where broker-dealers can sell… Read More
Posted by Brenda Hamilton, Securities and Going Public Lawyer Broker-dealers are subject to regulation by the SEC, FINRA and any other Self-Regulatory Organizations (“SRO”) such as stock exchanges, as well as the states in which they do business…. Read More
Posted by Brenda Hamilton, Securities and Going Public Lawyer It has become almost routine for public companies to use social media to interact with their shareholders, and customers. The Securities and Exchange Commission (the “SEC”) has provided guidance… Read More
Posted by Brenda Hamilton, Securities and Going Public Lawyer Going Public can involve a variety of structures depending upon each company’s specific needs. Companies seeking to Go Public can involve an Initial Public Offering (IPO), Direct Public Offering (DPO),… Read More
Posted by Brenda Hamilton, Securities and Going Public Lawyer The “Short Swing Profit” rules were created to prevent insiders, who have greater access to material company information, from taking advantage of information for the purpose of making short-term… Read More
Posted by Brenda Hamilton, Securities and Going Public Lawyer Following an action by the Securities and Exchange Commission (SEC) last week and an asset freeze order, the Cayman Islands Monetary Authority has taken control of Caledonian Bank and Caledonian… Read More
Posted by Brenda Hamilton, Securities and Going Public Lawyer Q. What is The Depository Trust Company (“DTC”)? A. DTC is the only stock depository in the United States. Q. How do public companies obtain a DTC eligibility? A…. Read More
By The Going Public Attorneys – The Financial Institution Regulatory Authority (FINRA) plays an important role in going public transactions. While filing a registration statement on Form S-1 will make a company reporting with the Securities and Exchange… Read More
On January 15, 2015, the Securities and Exchange Commission (SEC) announced charges against penny stock lawyers, auditors, and others allegedly involved in a microcap scheme involving bogus Form S-1 registration statements filed with the SEC. According to the SEC,… Read More
On February 6, 2015, the U.S. Securities and Exchange Commission (“SEC”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading of the securities of Med Pro Venture… Read More
Last week, the Securities and Exchange Commission (“SEC”) announced charges against Oppenheimer & Co. for violations of federal securities laws for improperly selling penny stocks in unregistered offerings on behalf of customers. Oppenheimer agreed to admit wrongdoing and pay $10 million to… Read More
On February 3, 2015, the Securities and Exchange Commission (“SEC”) addressed cybersecurity at brokerage and advisory firms and provided suggestions to investors on ways to protect their online investment accounts. “Cybersecurity threats know no boundaries. That’s why assessing the… Read More
Going public requirements vary for companies seeking to go public on the OTC Markets, OTC Pink, and OTCQB marketplace. The biggest difference is that most of the time (but not always) companies who go public on the OTCQB… Read More
Preparing for a direct public offering or an initial public offering (“IPO”) or takes both a commitment of time and money. Unlike an Initial Public Offering, a direct public offering does not involve an underwriter. While it often takes a year or longer… Read More
