DTC Eligibility Q & A – Creating Liquidity with Electronic Trading

Posted By Brenda Hamilton, Securities Lawyer 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… Read More

How Does A Foreign Issuer Register Shares When Going Public?

A foreign issuer seeking to go public has several registration statement forms available for its going public transactions. Regardless of the registration statement form selected, all registration statements and other material filed with the Securities and Exchange Commission… Read More

Periodic Reporting for Foreign Issuers – Going Public Lawyers

A foreign private issuer seeking to go public  in the U.S. can file a registration statement covering a public offering of securities under the Securities Act of 1933, as amended (“Securities Act”), register a class of equity securities under… Read More

How Can a Foreign Issuer Use 12g3-2 To Go Public?

Under federal securities laws, a foreign company that meets the definition of the Securities and Exchange Commission (SEC) of a foreign private issuer must register an offering of its securities under the Securities Act of 1933, as amended… Read More

Foreign Private Issuer Disclosure Obligations – Going Public Lawyers

Foreign issuers seeking to go public and access the U.S. capital markets must comply with the requirements of the Securities Act of 1933 (Securities Act) and the Securities Exchange Act of 1934 (Exchange Act). The Securities Act requires… Read More

Considerations For Foreign Companies Going Public

  The U.S. markets are a preferred venue for foreign companies seeking to raise capital and/or create liquidity for shareholders by going public. There are unique requirements under U.S. securities laws for foreign issuers seeking to go public… Read More

Ross Mandell, Six Years Later – Part 2

Posted by Brenda Hamilton, Securities Lawyer A few weeks ago, we wrote about U.S. v Ross Mandell, a complicated case involving securities fraud, conspiracy to commit securities fraud, wire fraud, and mail fraud. The action was tried in… 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

Michigan Embraces Crowdfunding

Posted by Brenda Hamilton, Securities and Going Public Lawyer Michigan recently made a move to assist Michigan small businesses with their investment  crowdfunding endeavors. Michigan became the first state to establish an intrastate market where broker-dealers can sell… Read More

Broker Dealer Registration 101

Posted by Brenda Hamilton, Securities and Going Public Lawyer Broker-dealers are subject to regulation by the SEC, FINRA and any other Self-Regulatory Organizations (“SRO”) such as stock exchanges, as well as the states in which they do business…. Read More

Retweets, Social Media & Being Public – Going Public Lawyers

Posted by Brenda Hamilton, Securities and Going Public Lawyer It has become almost routine for public companies to use social media to interact with their shareholders, and customers. The Securities and Exchange Commission (the “SEC”) has provided guidance… Read More

Going Public Strategies – Going Public Attorneys

Posted by Brenda Hamilton, Securities and Going Public Lawyer Going Public can involve a variety of structures depending upon each company’s specific needs.  Companies seeking to Go Public can involve an Initial Public Offering (IPO), Direct Public Offering (DPO),… Read More

Short Swing Profits Q & A By: Brenda Hamilton Securities Lawyer

Posted by Brenda Hamilton, Securities and Going Public Lawyer The “Short Swing Profit” rules were created to prevent insiders, who have greater access to material company information, from taking advantage of information for the purpose of making short-term… Read More

Caledonian Securities & Caledonian Bank Seized by Cayman Officials

Posted by Brenda Hamilton, Securities and Going Public Lawyer Following an action by the Securities and Exchange Commission (SEC) last week and an asset freeze order, the Cayman Islands Monetary Authority has taken control of Caledonian Bank and Caledonian… Read More

DTC Eligibility Explained By The Going Public Attorneys

Posted by Brenda Hamilton, Securities and Going Public Lawyer Q. What is The Depository Trust Company (“DTC”)? A. DTC is the only stock depository in the United States. Q. How do public companies obtain a DTC eligibility? A…. Read More

Does FINRA Approve Going Public Transactions? Going Public Attorneys

By The Going Public Attorneys – The Financial Institution Regulatory Authority (FINRA) plays an important role in going public transactions.  While filing a registration statement on Form S-1 will make a company reporting with the Securities and Exchange… Read More

Penny Stock Lawyers, Auditors & Nominees Charged by SEC

On January 15, 2015, the Securities and Exchange Commission (SEC) announced charges against penny stock lawyers, auditors, and others allegedly involved in a microcap scheme involving bogus Form S-1 registration statements filed with the SEC.  According to the SEC,… Read More

SEC Suspends Modern PVC -MPVC- Securities Lawyer 101

On February 6, 2015, the U.S. Securities and Exchange Commission (“SEC”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading of the securities of Med Pro Venture… Read More

SEC Charges Oppenheimer For Penny Stock Sales

Last week, the Securities and Exchange Commission (“SEC”) announced charges against Oppenheimer & Co. for violations of federal securities laws for improperly selling penny stocks in unregistered offerings on behalf of customers. Oppenheimer agreed to admit wrongdoing and pay $10 million to… Read More

SEC Issues Investor Alert on Cybersecurity

On February 3, 2015, the Securities and Exchange Commission (“SEC”) addressed cybersecurity at brokerage and advisory firms and provided suggestions to investors on ways to protect their online investment accounts. “Cybersecurity threats know no boundaries.  That’s why assessing the… Read More

Can I Afford To Go Public on the OTCQB? – Going Public Lawyer

Going public requirements vary for companies seeking to go public on the OTC Markets, OTC Pink, and OTCQB marketplace.  The biggest difference is that most of the time (but not always) companies who go public on the OTCQB… Read More

Roadmap For a Successful Direct Public Offering

Preparing for a direct public offering or an initial public offering (“IPO”) or takes both a commitment of time and money.  Unlike an Initial Public Offering, a direct public offering does not involve an underwriter.  While it often takes a year or longer… Read More

Medbox & The License to Swindle – Peter Berney Shells

Down the Rabbit Hole We Go We were recently asked to review a penny stock company called Medbox Inc. (MDBX).  The Medbox story has been of considerable interest over the past two years, for the most part because… Read More

Corporate Law 101 – Securities Lawyer

Because only issuers can go public and have their securities publicly traded, it is necessary for many unincorporated businesses to set up corporate entities before beginning their going public transactions.  Companies going public should have a basic understanding of… Read More

Foreign Issuers Going Public and How? Securities Attorney

Foreign issuers seeking to go public have several options for their transactions.  Foreign issuers seeking to go public in the U.S. may complete an initial public offering or direct public offering by registering an offering of securities with the Securities… Read More

Can I Put Graphics In My S-1? Going Public Lawyers

A common question we receive as going public lawyers is what graphics can be used in the issuer’s Form S-1 registration statement.  Last week the Securities and Exchange Commission (“SEC”) addressed the use of graphics and/or images that… Read More

Can I Amend My Form 10-K? Going Public Attorneys

A company may desire to change information presented in its Annual Report on Form 10-K for a number of reasons.  Form 10-K amendments can be used to correct any material inaccuracies, misstatements or omissions that a company subsequently… Read More

What Is a Consent of Auditor? Going Public Lawyers

Item 601 of Regulation S-K requires issuers to file a Consent of Auditor as an exhibit to certain forms and files with the SEC including registration statements under the Securities Act of 1933, as amended (“Securities Act”).  A company’s Independent… Read More

SEC Amends Related Party Disclosure Rules – Going Public Lawyers

Annual reports on Form 10-K are just around the corner for companies with a December 31, year-end. We have received several questions concerning recently adopted Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 18, Related Parties. The new… Read More

What Is The Section 1145 Exemption? Securities Lawyer 101

Securities law issues are an important consideration in structuring a Chapter 11 reorganization, particularly where the debtor is a public company. Section 1145 of the Securities Act of 1933, as amended (“Securities Act”) provides issuers in Chapter 11… Read More