Filing Requirements for Publicly Traded Companies-Go Public

Securities Lawyer 101 Blog An issuer with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934  must file periodic reports with the Securities and Exchange Commission pursuant… Read More

What Are Form D’s Requirements? Going Public Lawyers

Securities Lawyer 101 Blog The most common exemptions used by  companies to sell stock prior to going public are those promulgated under Section 4(2) of the Securities Act and Regulation D of the Securities Act. Many issuers who go… Read More

Rule 504 Q & A l Securities Lawyer 101

What Is Rule 504? Rule 504 of Regulation D is an exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) for certain companies when they offer and sell securities. How Much… Read More

SEC Registration & the Emerging Growth Company

Securities Lawyer 101 Blog The JOBS Act makes it easier for issuers who qualify as an emerging growth company to go public direct by exempting them from certain federal securities regulations, by reducing certain SEC reporting requirements. The JOBS… Read More

The SEC Issues Alert For Reverse Mergers

Securities Lawyer 101 Blog On June 9, 2011, the Securities and Exchange Commission (the “SEC”) issued an Investor Bulletin (the “Bulletin”) cautioning the public about risks associated with issuers that enter U.S. markets through reverse mergers with public… Read More

The Securities Exchange Act of 1934

Securities Lawyer 101 Blog The Securities Exchange Act of 1934 (the “Exchange Act”) grants broad authority to the Securities and Exchange Commission (“SEC”) to oversee the securities industry. The SEC’s authority includes the power to register, regulate, and overseebrokerage… Read More

Securities Lawyers Gone Wild l Cameron Linton

On September 14, 2012, the Securities and Exchange (SEC) announced today that the United States District Court for the Middle District of Florida entered final judgments against Christel S. Scucci (“Scucci”), her mother Karen S. Beach (“Beach”), their… Read More

FINRA Rule 6490 – Going Public Attorneys

Significant changes to FINRA Rule 6490 were enacted in September 2010.  Though FINRA’s principal mandate is to regulate broker-dealers, historically it has always exercised some oversight of the over-the-counter markets.  Part of that oversight involves processing corporate action… Read More

Are Rule 504 Shares Free Trading? Securities Lawyer 101

Securities Lawyer 101 Blog Rule 504 (“Rule 504”) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the registration requirements of the federal securities laws which allows issuers to… Read More

SEC Proposes New Rules Regarding General Solicitation and Advertising in Rule 506 Offerings

Securities Lawyer 101 Blog On August 12, 2012, the SEC proposed amendments to Rule 506 of Regulation D of the Securities Act of 1933, as amended (“Regulation D”) that would allow issuers to use general solicitation and advertising… Read More

Regulation FD and Social Media l Securities Lawyer 101 l Blog

On May of 2012, Francesca’s Holdings Corporation announced the termination of its Chief Financial Officer after an internal investigation concluded he had improperly communicated non-public company information over Twitter, which included a tweet that said “Board meeting.  Good numbers =… Read More

What Causes a DTC Chill? Going Public Lawyers

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 risk in the clearance and settlement… Read More

Payment Disclosures by Resource Extraction Issuers l Securities Lawyer 101 Blog

On August 22, 2012, the Securities and Exchange Commission (“SEC”) adopted a final rule pursuant to Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) that requires companies engaged in the development of oil,… Read More

Industry Guide 7 l Mining Company Disclosures

Securities Lawyer 101 Blog In their SEC filings, in addition to the disclosures required by Regulation S-K and 20F, mining issuers must include the disclosures required by Industry Guide 7. All U.S mining companies that are SEC filers… Read More

What Is a Transfer Agent ? Going Public Lawyers

Securities Lawyer 101 Blog A shareholder of any company can own securities and transfer the ownership of those securities. Their ownership is reflected on the issuer’s shareholder list. A transfer agent’s role is to issue and cancel certificates to reflect… Read More

Securities Attorney Kelly Rogers Indicted for Role in Oil and Gas Scam

Securities Lawyers Gone Wild Series Securities Lawyer 101 Blog In May 2012, Kelly Rogers, a Texas attorney specializing in oil and gas, was indicted by the state for stealing $2.8 million from people he persuaded to invest in… Read More

SEC Trading Suspensions 101 l Securities Lawyer 101

Securities Lawyer 101 Blog Over a year ago, the Securities and Exchange Commission (“SEC”) in an initiative known as Operation Shell-Expel, the Securities and Exchange Commission (“SEC”) suspended the trading in 379 shell companies in an effort to prevent the companies… Read More

SEC Issues 379 Trading Suspensions

On May 14, 2012, the Securities and Exchange Commission issued trading suspensions of 379 dormant companies.  The SEC’s press release explained that the  suspensions were necessary to prevent the dormant companies from being hijacked by fraudsters and used to harm… Read More

Regulation A & the JOBS Act l Going Public Attorney

On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which is intended to help smaller and emerging growth companies access the U.S. capital markets. The JOBS Act amends, and adds new… Read More

What Is An Emerging Growth Company?

On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”) into law. Title I of the JOBS Act, which became effective as soon as it was signed into law, amends the Securities Act of… Read More

Crowdfunding And the JOBS ACT l Securities Lawyer 101

Securities Lawyer 101 Blog On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), into law. The JOBS Act is comprised of a number of smaller bills that reduce the regulatory burdens… Read More

SEC Requires DTC Fairness Procedures

Securities Lawyer 101 Blog On September 24, 2009, the Securities and Exchange Commission (“SEC”) filed a complaint in the United States District Court for the Middle District of Florida alleging that International Power Group (“IPWG”) had issued shares… Read More

Accredited Investor Status – Going Public Lawyers

Securities Lawyer 101 Blog Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), sets forth a safe harbor from the registration requirements of the Securities Act for certain private placements of securities. In connection… Read More

Rule 144 l The Reverse Merger Blacklist

Securities Lawyer 101 Blog Traditionally, private companies go public by registering an offering under the Securities Act of 1933, as amended (the “Securities Act”).  Another way for private companies to go public is through a Reverse Merger (“Reverse… Read More

How to Use a Registration Statement When Going Public

Private companies going public with a registration statement (“Registration Statement”) under the Securities Act of 1933, as amended (the Securities Act”). When  a Registration Statement is used, the company files it with the SEC, typically on Form S-1 registering… Read More

What Is a Form 144 Notice Of Sales?

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, or was an affiliate… Read More

SEC Registration Statements In Going Public Transactions

Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers… Read More

SEC’s Mine Safety Disclosure Rules – Securities Lawyer 101 Blog

Securities Lawyer 101 Blog On December 21, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules to implement the mine safety disclosure requirements of Section 1503 of the Dodd-Frank Wall Street Reform andConsumer Protection Act (Dodd-Frank). Section… Read More

The Regulation D Exemption l Rule 506

Securities Lawyer 101 Blog To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or must offer and sell the… Read More

What Is The Section 4(1) Exemption? Securities Lawyer 101

Securities Lawyer 101 Blog Rule 144 (“SEC Rule 144”) under the Securities Act of 1933 (“Securities Act”) provides a safe harbor from the registration provisions of the Securities Act for resales of restricted and control securities by persons… Read More