Private Placement - Going Public Lawyers

Section 4(a)(2) and Rule 506(b) Exempt Offerings

Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts certain securities offerings from the SEC’s registration requirements when the transactions are by an issuer and do not involve a public offering of securities…. Read More

Form S-1 Filing Requirements, Filing Form S-1, S-1 Offering, S-1 …

Private companies seeking to raise capital often file a registration statement on SEC Form S-1 or Form 1-A of Regulation A in connection with their going public transaction. Once a Form S-1 is effective, the company becomes subject to the SEC reporting requirements. The… Read More

Form S-1 Filing Requirements, Filing Form S-1, S-1 Offering, S-1 …

Going public  using Form S-1 or Form 1-A allows issuers to chose from a variety of offering structures. Private companies seeking to raise capital often file a registration statement on SEC Form S-1 or Form 1-A of Regulation in connection with their… Read More

SEC Charges John Bivona and Saddle River Advisors with Fraud

On March 25, 2016 the Securities and Exchange Commission (SEC) announced fraud charges and asset freezes obtained in a case filed against a New Jersey-based fund manager and two firms he controls that marketed shares in promising pre-IPO tech… Read More

The Bad Actor Rule of Rule 506(d)

According to a recent Securities & Exchange Commission (“SEC”) report, thousands of businesses raise billions of dollars in capital through offerings exempt from registration under Regulation D of the Securities Act of 1933, as amended. Rule 506 is… Read More

SEC Charges American Growth Funding II with Fraud

  On February 3, 2016, the Securities and Exchange Commission (SEC) charged a lending company in Manhattan, American Growth Funding II LLC and its owner, Ralph Johnson, with repeatedly lying to investors who purchased high-yield securities. The SEC… Read More

How Do I Register A Direct Public Offering?

Securities Lawyer 101 Blog Private companies seeking to go public often use a direct public offering (“Direct Public Offering”).  Unlike an Initial Public Offering (“IPO”), a Direct Public Offering allows an issuer to sell its shares directly to investors without… Read More

Rule 506 Offerings FAQ By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).   It has been approximately a year since the Securities… Read More

What Disclosure Is Required By Rule 15c2-11?

Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specifically, the rule applies to a broker-dealer’s initiation or resumption of… Read More

Cry Me A River – DTC Chills & Global Locks – Going Public Attorneys

Securities Lawyer 101 Blog 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… Read More