There are two primary sets of federal securities laws that come into play when a company wants to offer and sell its securities and go public. These are the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”). These laws are complex and govern the registration statement process and disc…
Read MoreA private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as well as receivable financing. Companies raising capital in going public transactions often do so by selling their securities prior to filing an […]
Read MoreSecurities Law Blog A private company seeking to go public can obtain a stock ticker or trading symbol assignment from the Financial Industry Regulatory Authority (“FINRA”) if it meets certain requirements. This enables the company to be quoted on OTCMarkets OTC Pink Sheets. Many private companies that decide to go public are opting for the Pink […]
Read MoreSecurities Lawyer 101 Blog On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which was intended to help smaller and emerging growth companies raise capital in the U.S. markets. The JOBS Act amends, and adds new sections to, the Securities Act of 1933 (the “1933 Act”) and the Securities Exchange Act of 1934 [&h…
Read MoreA Form S-1 registration statement is the central disclosure document used by many companies that want to register securities with the Securities and Exchange Commission and enter the U.S. public markets. It is used in traditional initial public offerings, direct public offerings, selling stockholder resale registrations, certain reverse-merger and uplisting…
Read MoreGoing public doesn’t just change how you raise capital; it changes how you talk. From the moment a company seriously starts down the IPO path, almost every public statement becomes potential “securities offering” fodder. Get it wrong, and you can end up with delayed effectiveness, rescission risk, embarrassing prospectus disclosure, or an underwriter suddenl…
Read MoreLast week, the Supreme Court handed down two opinions that have the potential to limit the authority of the Securities and Exchange Commission in fundamental ways and to curtail, or at least redirect, its ability to discipline individuals and entities who violate the securities laws. Both address what some call the “administrative state.” Unsurprisingly, the…
Read MoreThere are two offering tiers, Tier 1 and Tier 2 in Regulation A+ and each is treated differently under both SEC and State Blue Sky laws.
Read MorePrivate companies seeking to raise capital often file a Registration Statement on SEC Form S-1 or Offering Circular on Form 1-A pursuant to Regulation A+ in connection with their going public transaction. Both options have unique benefits. For Example, All companies qualify to register securities on a Form S-1 Registration Statement, while only certain issu…
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