Securities Act - 3/5 - Securities l Corporate l Business Law

Why File an SEC Registration Statement? Going Public Lawyer

The Securities Act of 1933 (the “Securities Act”) is referred to as the “truth in securities” act.  The Securities Act has two stated goals.  These are to require that issuers provide investors with financial and other significant information concerning… 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

SEC Addresses the Intrastate Crowdfunding Exemption

Securities Law Blog On October 2, 2014, the Securities and Exchange Commission issued an updated compliance and disclosure interpretation addressing intrastate crowdfunding and Rule 147 of the Securities Act of 1933, as amended (the “Securities Act”).  Rule 147… Read More

What Are the Prospectus Delivery Requirements? Going Public

Securities Lawyer 101 Blog Under the Securities Act of 1933 as amended (the “Securities Act”), a Company that conducts an initial public offering (“IPO”) including in a going public transaction must adequately disclose material information to investors.  These… Read More

Can I Use Rule 504 to Issue Free Trading Stock? Securities Lawyer 101

Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $1,000,000 of their securities in any 12-month period. A company can use the Rule… Read More

What is Plain English? Going Public Lawyers

Regulation C contains the Plain English requirements for SEC filings. For investors to make informed decisions, disclosure documents must impart complex information. Using plain English assures the orderly and clear presentation of complex information so that investors have the… Read More

The Laws That Apply to Going Public & Being A Public Company

A private company going public is subject to three federal securities laws, each with its own unique requirements.  The three laws are the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and… Read More

What Are the Benefits of Foreign Issuer Status in Going Public Transactions?

  Securities Lawyer 101 Blog A private foreign company seeking to go public may be classified as a U.S. domestic issuer or a non-U.S., private foreign issuer under SEC rules.  A company’s status as a private foreign issuer has… 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

Securities Lawyers Gone Wild l Brynee K. Baylor

Securities Lawyer 101 Blog On October 30, 2013, the United States District Court for the District of Columbia granted the SEC‘s motion for summary judgment against all defendants in a civil action arising from a prime bank investment scheme… Read More