Hamilton & Associates Law Group
Securities law, public companies, and capital markets explained. Securities Lawyer 101 is the podcast from Hamilton & Associates Law Group, a securities law firm in Boca Raton, Florida. Each short episode takes one practical topic and explains it in plain English: going public, SEC registration statements, Nasdaq and NYSE listings, uplisting from the OTC Markets, SEC reporting deadlines, Regulation D and Regulation A offerings, corporate governance, Rule 144 resales, and FINRA corporate actions. Founder Brenda Hamilton has practiced securities law since 1998. Educational only, not legal advice
Podcast Archive
Once a company is public, it lives on a reporting calendar. This episode covers how filer status sets the deadlines, what goes into the annual, quarterly, and current reports, why the Form 8-K causes the most trouble, and the system that keeps a company current.In...
View episodeUplisting is a major milestone, and it rarely happens by accident. This episode starts where a real uplisting starts — a gap analysis — then walks the most common gaps, the coordination problem at the center of the process, and the readiness review that should...
View episodeNot every public company starts on a national exchange. This episode covers the OTC Markets tiers — what OTCQB and OTCQX each require, how a company gets quoted in the first place, and the disclosure discipline that keeps it there.In this episodeWhy the OTC Markets...
View episodeA national exchange listing brings visibility, liquidity, and credibility — and scrutiny. This episode covers Nasdaq's market tiers, the four categories of initial listing standards, how the application process works, and why the numbers alone never guarantee approval.In this episodeNasdaq's three tiers — Capital Market,...
View episodeTwo registration forms serve narrow but important purposes. The Form 10 registers a class of securities rather than an offering. The Form F-1 is the registration statement used by foreign private issuers offering securities in the United States. This episode covers who uses each, what...
View episodeSometimes an audit runs long or a number isn't final. This episode covers the Form 12b-25 extension and what it does not buy, the consequences that stack up when a company goes delinquent, and how reporting works for foreign private issuers on Forms 20-F and...
View episodeNot every registration statement is an S-1. The Form S-3 is the short-form vehicle for seasoned, timely filers and the basis for most shelf registrations; the Form S-8 registers securities issued to employees under a benefit plan. This episode covers eligibility for each and the...
View episodeThe Form S-1 is the general registration statement companies use to register securities under the Securities Act of 1933. This episode breaks down what goes into it, the difference between a primary and a resale registration, how the SEC review process actually runs, and the...
View episodeA shell company already has shareholders, may already be quoted, and may already have SEC filings — but a private company that merges into one inherits its entire history. This episode covers the diligence, the filing obligation, and the resale and listing limits that decide...
View episodeBefore a company files a registration statement or signs a merger agreement, it should answer a simpler question: is it ready to be public? This episode walks the readiness checklist — audits, cap table, records, governance, controls, cost, and story — and ends with the...
View episodeMost private companies reach the public markets by one of three routes: an underwritten IPO, a direct public offering, or a reverse merger with an existing public company. This episode compares what each route actually delivers, what it costs, and who has to be at...
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Contact the firmThis podcast is for general information only. It is not legal advice, and listening does not create an attorney-client relationship. Securities rules change; speak with qualified counsel about your specific situation.