How Did the JOBS Act Change Mandatory Exchange Act Registration?
Securities Lawyer 101 Blog 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… Read More
OTC Markets OTC Pink Disclosure Obligations
Securities Lawyer 101 Blog OTC Markets Group operates the world’s largest electronic inter-dealer quotation system. Broker-dealers use it to trade unlisted securities. OTC Markets assigns issuers to one of three tiers based upon the level of disclosure provided. The OTC Pink is… Read More
Equity Crowdfunding 101- Going Public Lawyers
Securities Lawyer 101 Blog 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… Read More
BP to Pay $525 Million to SEC – Securities Lawyer 101 – Go Public Blog
Securities Lawyer 101 Blog On November 15, 2012, the Securities and Exchange Commission charged BP p.l.c. with misleading investors by significantly understating the flow rate while its Deepwater Horizon oil rig was gushing into the Gulf of Mexico in 2010…. Read More
FINRA Issues Crowdfunding Rules
Securities Lawyer 101 Blog The Financial Industry Regulatory Authority (“FINRA”) has issued a voluntary form for prospective crowdfunding portals under the Jumpstart Our Business Startups Act (“JOBS Act”), signed in April 2012 by President Obama. Anyone who intends to… Read More
Securities Exchange Act Registration Statements
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 their… Read More
SEC Tips l Ask Securities Lawyer 101
Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) frequently receives tips from whistlblowers. SEC tips from whistleblowers are provided in a variety of ways. The SEC tips are primarily received through the SEC’s online TCR form located at http://www.sec.gov/complaint.shtml … Read More
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
