Rule 144 l The Reverse Merger Blacklist

Curt Kramer

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 Merger”) with a publicly traded company.   In a Reverse Merger, a private operating company or its business operations are acquired by, or merge into a publicly traded company, often inactive with negligible operations and assets. Read More

How to Use a Registration Statement When Going Public

Using a Registration Statement to Go PublicPrivate 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 securities it plans to sell or securities held by its shareholders (“Selling Shareholders”). Companies going public should anticipate SEC comments to the registration statement. The SEC reviews and often comments on the disclosures provided in the Registration Statement. Upon confirmation that the SEC is satisfied that the disclosures satisfy the disclosure requirements of the securities laws, it will declare the Registration Statement effective and the securities may be sold. Read More

What Is a Form 144 Notice Of Sales?

Form 144 Attorney

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 during the 90 days preceding the sale, and is selling more than 5,000 shares or the shares being sold have an aggregate sale price of more than $50,000.

Public Availability of the Form 144 Notice Filing

Form 144 is publicly available upon filing through the SEC’s EDGAR database. Read More

SEC Registration Statements In Going Public Transactions

Going Public Attorneys

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 must become familiar.  Despite the risks even in a down economy, the U.S. markets remain an attractive source of capital for both domestic and foreign issuers.

Going public is a complicated & intricate procedure, and it is important to have an experienced securities attorney to help your company navigate through the process and deal with the Securities & Exchange Commission the (“SEC”), Financial Regulatory Authority (“FINRA”) & Depository Trust Company (“DTC”). Read More

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

Mine Safety Attorney

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 1503’s disclosure requirements are currently in effect and require  SEC reporting issuers that are operators of coal or other mines in the United States to make specific disclosures. Read More

The Regulation D Exemption l Rule 506

Rule 506 Attorney- Going Public Lawyer

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 securities pursuant to an exemption from the registration statement requirements. A  commonly used private offering exemption is Rule 506 of Regulation D.   Rule 506 is a non-exclusive “safe harbor” for the statutory exemption provided by Section 4(2) of the Securities Act. The Rule 506 exemption is often used by issuers who engage in go public direct transactions and conduct underwritten and direct public offerings. Read More

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

Section 4(1) Attorney

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 other than the issuer if all conditions of the rule are complied with.  Section 4(1) of the Securities Act provides an exemption for a transaction “by a person other than an issuer, underwriter, or dealer.” Read More

Filing and Amending Form D

Form D Attorneys

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 laws require that a  Form D be filed with the SEC within 15 days after the first sale of securities in the offering. In addition to filing the Form D with the SEC,  issuers must comply with state law filing requirements.  Most states require issuers to file a Form D or comparable form with their state securities commission.

Form D and Form D amendments must be filed with the SEC online using EDGAR (electronic gathering, analysis and retrieval) system. In order to do so,  the issuer must obtain its own filer identification number (called a “Central Index Key” or “CIK” number) and access codes. Read More

SEC Enters into Deferred Prosecution Agreement l Securities Lawyer 101

Deferred Prosecution Attorney

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 those measures included the use of Deferred Prosecution Agreements (“DPA”).  On May 17, 2012, the SEC entered into its first such agreement with Tenaris S.A., a steel pipe manufacturer. Read More

What is a Form S-8 Registration Statement?

Form S-8 Attorney

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 register securities offered to employees and consultants under benefit plans under limited circumstances. Because a registration statement on Form S-8 is effective upon filing it offers benefits to SEC reporting companies, most significantly that an S-8 registration statement becomes effective upon filing and the shares registered may be issued without a restrictive legend. Read More