Securities Offering - Going Public Lawyers

SEC Charges Buffalo Advisory Firm and Principal With Fraud Relating to Association With Barred Adviser Walter Grenda

The Securities and Exchange Commission filed charges against a Buffalo, New York, investment advisory firm and its owner for misleading firm clients about its association with a barred investment adviser, who is also being charged for violating the… Read More

SEC Charges Ameriprise Financial Services for Failing to Safeguard Client Assets

The Securities and Exchange Commission announced that Ameriprise Financial Services Inc. will pay $4.5 million to settle charges that it failed to safeguard retail investor assets from theft by its representatives.  According to the SEC’s order, five Ameriprise… Read More

Barry Miller, Associate Director in Division of Investment Management, to Leave SEC After More Than 40 Years of Public Service

The Securities and Exchange Commission announced that Barry D. Miller, Associate Director of Disclosure Review and Accounting in the Division of Investment Management, will retire from the SEC at the end of this month after more than 40… Read More

SEC Files Charges Core Performance Management LLC, RMR Asset Management Co in Municipal Bond “Flipping” and Kickback Schemes

The Securities and Exchange Commission charged two firms and 18 individuals in a scheme to improperly divert new issue municipal bonds to broker-dealers at the expense of retail investors.  According to the SEC’s complaint, the defendants – known in… Read More

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 8-A and Form 10 Registration Statements

Form 10 and Form 8-A Registration Statements under the Securities Exchange Act Simultaneously or subsequent to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) for an initial public offering (IPO) or direct public… Read More

Regulation A+ 2018 Shelf Offerings

Posted by Brenda Hamilton, Securities Attorney Regulation A also known as Regulation A+ provides an existing exemption from registration for smaller issuers of securities. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction.  One key benefit of… Read More

Regulation A + and Offering Integration

  The Regulation A + offering integration rules prevent companies from improperly avoiding registration by dividing a single securities offering into multiple securities offerings to take advantage of Securities Act exemptions that would not be available for the combined offering.  Regulation A… Read More

Regulation A+ Secondary Sales – Regulation A 2018

Resale Considerations in Regulation A+ Offerings Regulation A+ provides Issuers with the ability to create liquidity by including shares held by selling security in the offering. This enables investors access to liquidity through secondary sales as a part… Read More