Rule 144 - 3/5 - Securities l Corporate l Business Law

What Are Seed Stockholders? Going Public Lawyer

Securities Lawyer 101 Blog The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”)… Read More

Rule 144 Checklist l Securities Lawyer 101

Securities Lawyer 101 Blog 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…. Read More

FINRA Brings Transparency to Rule 144A Corporate Debt Transactions

On June 30, 2014, the Financial Industry Regulatory Authority (“FINRA”) began publicly disseminating Rule 144A transaction data in corporate debt securities, bringing transparency to a market.  144A transactions—resales of restricted corporate debt securities to large institutions called qualified… Read More

Form S-1 Going Public Bootcamp – Going Public Lawyers

The process of “going public” with a SEC registration statement 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… Read More

SEC Charges Toronto Consultant and Four Others in China Reverse Merger Schemes

Securities Lawyer 101 Blog On May 5, 2014, the Securities and Exchange Commission charged a Toronto-based consultant and four associates with conducting illegal reverse merger schemes to bring a pair of China-based companies into the U.S. markets so… Read More

Reverse Mergers l The Game Changers

Shell brokers continue to tout the virtues of reverse merger transactions, despite recent rule changes that eliminate many if not all of the benefits once conferred by them.  Seeking to persuade clients to use their services, these promoters… Read More

How Do I Resell Restricted Stock ? l Securities Lawyer 101

Securities Lawyer 101 Blog  It has become routine for public companies and private companies going public to mark their stock certificates with “Restrictive Legends”.   Generally, restrictive stock legends state that the securities represented by the stock certificate are not… Read More

Can I List On the OTC Pinks Using a Reverse Merger? Going Public Lawyers

Securities Lawyer 101 Blog One way for private companies to go public is through a Reverse Merger (“Reverse Merger”) with a public shell company.  Securities regulators tend to look askance at Reverse Mergers, fearing they may be used as vehicles… Read More

SEC Suspends Trading in Left Behind Games and Charges Founder Troy Lyndon

Securities Lawyer 101 Blog On September 25, 2013, the Securities and Exchange Commission (the “SEC”) brought three enforcement actions against penny stock company Left Behind Games (LFBG), its founder, Troy Lyndon, and a consultant, Ronald Zaucha. The three enforcement… Read More

Can Convertible Debt Be Used to Issue Free Trading Shares?

Securities Lawyer 101 Blog In the past few years, many OTC issuers have misused aged debt to issue unrestricted securities by obtaining a legal opinion from a corrupt or incompetent securities attorney. This improper use of aged debt to… Read More