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

Filing and Amending Form D

Securities Lawyer 101 Blog Form D is used to file a notice of an exempt offering of securities with the Securities and Exchange Commission (“SEC”) for offerings made under Rule 504, 505 or 506 of Regulation D. Federal securities… Read More

SEC Enters into Deferred Prosecution Agreement l Securities Lawyer 101

Securities Lawyer 101 Blog In January of 2010, the Securities and Exchange Commission (the “SEC”) announced it would strengthen its enforcement program by encouraging greater cooperation from individuals and companies in SEC investigations and enforcement actions.  One of… Read More

What is a Form S-8 Registration Statement?

Securities Lawyer 101 Blog Registration of securities on Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”), providing significant benefits to small issuers.  Form S-8 is available to… Read More

How FINRA Rule 6490 Impacts Reverse Mergers

  FINRA Rule 6490, recently enacted in September 2010, requires issuers of securities not listed on exchanges to provide timely notice to FINRA of certain corporate actions including reverse mergers.  Rule 6490 corporate actions include name changes, forward… Read More