On September 23, 2014, Robert Kelly, the former chief executive officer of Wwebnet, Inc. (“Wwebnet”), a software development company, was sentenced to 27 months in prison. Kelly is also subject to three years supervised release and required to pay… Read More
Securities Law Blog On October 2, 2014, the Securities and Exchange Commission issued an updated compliance and disclosure interpretation addressing intrastate crowdfunding and Rule 147 of the Securities Act of 1933, as amended (the “Securities Act”). Rule 147… Read More
Under the Securities Act of 1933 as amended (the “Securities Act”), an issuer that conducts an initial public offering (“IPO”) including in a going public transaction must adequately disclose material information to investors. These disclosures include details of the Company’s business and financial condition as well as the securities the Company proposes to offer.
On September 23, 2014, Dickson Lee, former CEO of Seattle-based L&L Energy, plead guilty to two counts of securities fraud. The plea was announced by the U.S. Attorney’s Office for the Western District of Washington. L&L Energy was… Read More
There are two primary sets of federal securities laws that come into play when a company wants to offer and sell its securities and go public. These are the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of… Read More
Securities Lawyer 101 Blog Offers and sales of securities must be either registered with the Securities and Exchange Commission (the “SEC”) or be exempt from registration. Section 4(a)(5) of the Securities Act of 1933, as amended exempts from… Read More
Securities Lawyer 101 Blog The use of eXtensible Business Reporting Language (XBRL) interactive data is intended to improve the accessibility of financial information to investors by making the information inexpensive and easier to use. XBRL interactive data uses a standardized… Read More
A shelf registration statement allows an issuer to register a public offering even when there is no present intention to sell all the securities being registered. Shelf registration statements are often used in going public transactions by issuers who registered securities on a Form S-1 registration statement. Foreign private issuers can use Form F-1 for a shelf registration. Shelf registration statements can also be a draft registration statement and initially kept confidential.
A company’s going public lawyer must conduct proper due diligence in order to draft required disclosures during the going public process. These expansive disclosure requirements apply to private companies going public. During the going public process, companies must generally provide expansive… Read More
Securities Lawyer 101 Blog Upon completion of a going public transaction, an issuer that has registered equity or debt securities in an initial or direct public offering registered on Form S-1 under the Securities Act of 1933, as… Read More
Oh the Places You’ll Go – Understanding the Going Public Process The going public process involves a myriad of rules and regulations that issuers must consider before structuring their transactions. While going public offers many benefits, it also… Read More
Securities Lawyer 101 Blog Some of the most valuable sources of information about a public company are Form 10-K exhibits. Item 601 of Regulation S-K identifies the documents to be filed as exhibits. Issuers are often unclear about… Read More
Securities Lawyer 101 Blog The Securities Act of 1933 (the “Securities Act”) provides for a private offering exemption from federal securities registration which is increasingly being used by both private and public companies to raise capital during market… Read More
Securities Lawyer 101 Blog The direct public offering (“Direct Public Offering“) has become the premier method used in going public transactions. A skilled Direct Public Offering attorney can guide a private company through the Direct Public Offering process. A… Read More
Securities Lawyer 101 Blog Companies that register securities for direct public offering on Form S-1 as part of their going public transaction must provide audited financial statements to the Securities and Exchange Commission (“SEC”). These financial statements include a… Read More
Securities Lawyer 101 Blog The SEC Disclosure rules allow smaller reporting companies to provide less comprehensive disclosures in their reports and filings so that compliance with the SEC’s disclosure requirements is less burdensome. These reduced disclosure requirements are especially beneficial to private… Read More
On September 23, 2014, the Securities and Exchange Commission (the “SEC”) issued an order instituting cease and desist proceedings against Registrar and Transfer Company (“R&T”), a transfer agency registered with the SEC, and its President and CEO Thomas Montrone… Read More
Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies in going public transactions. The JOBS Act relaxed the rules… Read More
Securities Lawyer 101 Blog One step in going public transactions is obtaining a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”). For a company to obtain a ticker, a sponsoring market maker must submit… Read More
Most documents filed with the Securities and Exchange Commission (the “SEC”), are required to be filed electronically using the SEC’s Electronic Data Gathering and Retrieval system (“EDGAR”). Additionally, public companies filing on EDGAR must tag their financial data… Read More
Securities Lawyer 101 Blog A “convertible security” is often structured as a bond, note, preferred stock, or a wraparound agreement that results in the conversion of the debt obligation into common stock. The holder of the convertible security or… Read More
Securities Lawyer 101 Blog After the recent sweep by the Securities and Exchange Commission(the “SEC”) charging 28 persons in connection with their failure to file insider reports, we have received requests for information about insider reporting obligations. This… Read More
Securities Lawyer 101 Blog 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 in compliance and disclosure interpretations… Read More
Securities Law Blog In late 2009, the Financial Industry Regulatory Authority (“FINRA”) proposed changes to its Rule 6490. Until that time, the Rule had provided merely that the agency review and process certain corporate actions taken by companies not listed… Read More
Securities Lawyer 101 Blog Issuers often need to raise funds during their going public transactions to offset legal and accounting costs. The SEC integration rule addresses the circumstances under which an issuer can raise capital privately while a… Read More
Securities Lawyer 101 Blog Often times investor relations firms touting microcap stocks use penny stock email containing newsletters and advertisements about a stock’s potential. Recent indictments and SEC cases have focused on the use of penny stock email… Read More
The Securities and Exchange Commission (the “SEC”) announced that on September 16, 2014, the former owner of a Boston Trading and Research, LLC (“BTR”), was sentenced to nine years in prison after pleading guilty to charges that he… Read More
The Securities and Exchange Commission (the “SEC”) announced enforcement actions and penalties of more than $2.6 million against 28 individual directors, officers, and beneficial owners and 6 issuers for failure to promptly report their holdings in Section 16(a) reports and Schedule 13D and Schedule 13G filings.
Business Lawyer Photoshops Her Way to a Six Month Suspension Some wayward attorneys content themselves with writing fraudulent opinion letters, but Svitlana Sangary, a Los Angeles business lawyer, yearned for the red carpet. In an apparent attempt to convince… Read More
On September 18, 2014, the Federal Bureau of Investigation announced that Izak Sirk De Maison (aka Izak Zirk Engelbrecht, aka Zirk Engelbrecht). Zirk Englebrecht, a self-described “merchant banker,” devised a scheme and artifice to defraud investors by creating… Read More
Sponsoring Market Makers l Going Public Bootcamp
Posted onSecurities Lawyer 101 Blog One step in going public transactions is obtaining a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”). For a company to obtain a ticker, a sponsoring market maker must submit… Read More
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