Rule 144 - Securities & Going Public Lawyers

IHUB Pushes Back to COR Clearing Subpoena in Calissio Case

We last wrote about the complex litigation involving Calissio Resources Group (CRGP) in February.  It arose out of a controversy surrounding the company’s payment of a special dividend of $0.011 a share in August 2015.  At the time… Read More

COR Clearing Subpoenas Retail Shareholder Trade Information

  Last fall, we wrote about a highly unusual cash dividend paid by penny stock Calissio Resources Group, Inc. (CRGP).  The payment process was so badly botched it resulted in a Financial Industry Regulatory Authority (FINRA) U3 trading… Read More

SEC Late Filers 101 – Going Public Attorneys

It’s that time of year again when companies filing reports with the Securities and Exchange Commission (“SEC”) that have a December 31st year end, must file their annual report on Form 10-K. Recent enforcement actions against SEC filers and insiders… 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

SEC Rules Affecting Shell Companies

The Securities and Exchange Commission (“SEC”) has published releases relating to Shell Companies that affect the use of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), by shareholders of Shell Companies. In addition,… Read More

Rule 144 Q & A – Going Public Lawyers

The Securities Act of 1933, as amended (the “Securities Act”) requires the sale of a security to be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration. Rule 144 of the Securities… Read More

What Is A Form 10 Registration Statement? Going Public Lawyers

Form 10 is a type of registration statement used to register a class of securities under Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). Both public and private companies can register a class of securities on Form 10…. Read More

Can I Sell Shares Under Section 4(1)? Going Public Lawyers

Rule 144 (“SEC Rule 144”) under the Securities Act of 1933 (“Securities Act”) provides a safe harbor from the registration statement provisions of the Securities Act for resale of restricted and  control securities by persons other than the issuer… Read More

Who Has To File Form 144? Going Public Attorneys

Rule 144 of the Securities Act of 1933, as amended provides a safe harbor for certain public resales of securities, if certain conditions are met.  Rule 144 applies to unregistered shares acquired directly from an issuer, (“restricted securities”),… Read More

How Do I Spin-Off My Subsidiary? Going Public Lawyer

Securities Lawyer 101 Blog A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes shares of its subsidiary (“Subsidiary”) to the Parent’s shareholders so that the Subsidiary becomes a separate, independent company.  Spin-off shares are… Read More