Rule 504 Q & A l Securities Lawyer 101

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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

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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

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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 Lawyers 101

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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

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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

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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

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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

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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

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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

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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

What Is a Transfer Agent ? Going Public Lawyers

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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

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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

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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

Using Form S-1 and F-1 Registration Statements When Going Public

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Using a Registration Statement to Go Public: Form S-1 and Form F-1 Explained Securities Law | Nasdaq | NYSE | OTC Markets Listings & Compliance Introduction – How a Registration Statement Works When Going Public Private companies seeking… Read More

What Is a Form 144 Notice Of Sales? Rule 144 Requirements

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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

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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

The Regulation D Exemption l Rule 506 l Going Public Lawyers

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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

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Filing and Amending Form D under Regulation D

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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

What is a Form S-8 Registration Statement?

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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

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  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