Securities Lawyer 101 Blog On June 9, 2011, the Securities and Exchange Commission (the “SEC”) issued an Investor Bulletin (the “Bulletin”) cautioning the public about risks associated with issuers that enter U.S. markets through reverse mergers with public… Read More
Securities Lawyer 101 Blog The Securities Exchange Act of 1934 (the “Exchange Act”) grants broad authority to the Securities and Exchange Commission (“SEC”) to oversee the securities industry. The SEC’s authority includes the power to register, regulate, and overseebrokerage… Read More
On September 14, 2012, the Securities and Exchange (SEC) announced today that the United States District Court for the Middle District of Florida entered final judgments against Christel S. Scucci (“Scucci”), her mother Karen S. Beach (“Beach”), their… Read More
Significant changes to FINRA Rule 6490 were enacted in September 2010. Though FINRA’s principal mandate is to regulate broker-dealers, historically it has always exercised some oversight of the over-the-counter markets. Part of that oversight involves processing corporate action… Read More
Securities Lawyer 101 Blog Rule 504 (“Rule 504”) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the registration requirements of the federal securities laws which allows issuers to… Read More
Category: Blog Posts Tags: Non-Accredited Investor, Private Placement Memorandum, Regulation D, Regulation D Attorney, Regulation D Rule 504, Regulation D Rule 504 Securities Offering Requirements, Rule 504 Attorney, Rule 504 Exemption, Rule 504 of Regulation D, Rule 504 Offering, Rule 504 Securities Offering, Rule 506, SEC Reporting Requirements
Securities Lawyer 101 Blog On August 12, 2012, the SEC proposed amendments to Rule 506 of Regulation D of the Securities Act of 1933, as amended (“Regulation D”) that would allow issuers to use general solicitation and advertising… Read More
Category: Blog Posts Tags: Accredited Investor, General Solicitation, Non-Accredited Investor, Private Placement Memorandum, Regulation D, Regulation D Attorney, Regulation D Rule 504, Regulation D Rule 506(b), Regulation D rule 506(c), Rule 504 Attorney, Rule 504 Exemption, Rule 504 of Regulation D, Rule 504 Offering, Rule 504 Securities Offering, Rule 506, Rule 506(b), Rule 506(c), SEC Reporting Requirements, Securities Offering Requirements
On May of 2012, Francesca’s Holdings Corporation announced the termination of its Chief Financial Officer after an internal investigation concluded he had improperly communicated non-public company information over Twitter, which included a tweet that said “Board meeting. Good numbers =… Read More
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 risk in the clearance and settlement… Read More
On August 22, 2012, the Securities and Exchange Commission (“SEC”) adopted a final rule pursuant to Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) that requires companies engaged in the development of oil,… Read More
Securities Lawyer 101 Blog In their SEC filings, in addition to the disclosures required by Regulation S-K and 20F, mining issuers must include the disclosures required by Industry Guide 7. All U.S mining companies that are SEC filers… Read More
Securities Lawyer 101 Blog A shareholder of any company can own securities and transfer the ownership of those securities. Their ownership is reflected on the issuer’s shareholder list. A transfer agent’s role is to issue and cancel certificates to reflect… Read More
Securities Lawyers Gone Wild Series Securities Lawyer 101 Blog In May 2012, Kelly Rogers, a Texas attorney specializing in oil and gas, was indicted by the state for stealing $2.8 million from people he persuaded to invest in… Read More
Securities Lawyer 101 Blog Over a year ago, the Securities and Exchange Commission (“SEC”) in an initiative known as Operation Shell-Expel, the Securities and Exchange Commission (“SEC”) suspended the trading in 379 shell companies in an effort to prevent the companies… Read More
On May 14, 2012, the Securities and Exchange Commission issued trading suspensions of 379 dormant companies. The SEC’s press release explained that the suspensions were necessary to prevent the dormant companies from being hijacked by fraudsters and used to harm… Read More
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which is intended to help smaller and emerging growth companies access the U.S. capital markets. The JOBS Act amends, and adds new… Read More
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Form C, Form D, Form D Lawyer, Offering Lawyer, Offering Memorandum Lawyer, PPM, PPM Lawyer, Private Placement, Private Placement Lawyer, Regulation A Lawyer, Regulation A Offering, Regulation A offering circular, Regulation CF, Regulation CF Attorney, Regulation CF Attorneys, Regulation CF Capital Raise, Regulation CF Crowdfunding, Regulation CF Funding, Regulation CF Law Firm, Regulation CF Lawyer, Regulation CF Lawyers, Regulation CF offering, Regulation CF Requirements, Regulation Crowdfunding, Regulation Crowdfunding Attorney, Regulation Crowdfunding attorneys, Regulation Crowdfunding Lawyers, Regulation Crowdfunding Offering, Regulation Crowdfunding Reporting, Regulation Crowdfunding Requirements, Regulation Crowdfunding SEC Reporting, Regulation Crowdfunding Securities Offering, Regulation D, Regulation D Lawyer, Rule 504 lawyer, Rule 506 (b), Rule 506 Lawyer, Rule 506-c Lawyer, Securities Offering Lawyer
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”) into law. Title I of the JOBS Act, which became effective as soon as it was signed into law, amends the Securities Act of… Read More
Securities Lawyer 101 Blog On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), into law. The JOBS Act is comprised of a number of smaller bills that reduce the regulatory burdens… Read More
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Direct Listing, Direct Listing Lawyer, DPO, Equity, Equity Offering, Exempt Offering, Form D, Form D Notice, Form D Requirements, Go Public, Going Public, IPO, jobs act, Notice of Sales, offering circular, PPM, PPM Layer, Private Placement, Private Placement Lawyer, Private Placement Memorandum, Regulation Crowdfunding, Regulation Crowdfunding Securities Offering, Regulation D, Regulation D Offering, Regulation D Requirements, Rule 504, Rule 504 Attorney, Rule 504 lawyer, Rule 506, Rule 506 (b), Rule 506 Q & A, Rule 506-c, Rule 506(b), Rule 506(b) attorney, Rule 506(b) lawyer, Rule 506(c), Rule 506(c) lawyer, SEC Form D, SEC Registration, SEC Reporting, SEC Reporting Requirements, SEC Rule 506(c)
Securities Lawyer 101 Blog On September 24, 2009, the Securities and Exchange Commission (“SEC”) filed a complaint in the United States District Court for the Middle District of Florida alleging that International Power Group (“IPWG”) had issued shares… Read More
Securities Lawyer 101 Blog Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), sets forth a safe harbor from the registration requirements of the Securities Act for certain private placements of securities. In connection… Read More
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Direct Listing, Direct Listing Lawyer, DPO, Equity, Equity Offering, Exempt Offering, Form D, Form D Notice, Form D Requirements, Go Public, Going Public, IPO, Notice of Sales, offering circular, PPM, PPM Layer, Private Placement, Private Placement Lawyer, Private Placement Memorandum, Regulation Crowdfunding, Regulation Crowdfunding Securities Offering, Regulation D, Regulation D Offering, Regulation D Requirements, Rule 504, Rule 504 Attorney, Rule 504 lawyer, Rule 506, Rule 506 (b), Rule 506 Offering, Rule 506 Q & A, Rule 506-c, Rule 506(b), Rule 506(b) attorney, Rule 506(b) lawyer, Rule 506(c), Rule 506(c) lawyer, SEC Form D, SEC Registration, SEC Reporting, SEC Reporting Requirements, SEC Rule 506(c)
Securities Lawyer 101 Blog Traditionally, private companies go public by registering an offering under the Securities Act of 1933, as amended (the “Securities Act”). Another way for private companies to go public is through a Reverse Merger (“Reverse… Read More
Category: Blog Posts Tags: 15c-211, Alternative Reporting Standards, Bad Actor, Form 144, Form S-8, Legal Opinion, Legend Removal, Legend Removal Opinion, Reverse Merger, Rule 144, Rule 144 Attorneys, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Securities Act, Shell Company, Tradability Opinion, Transfer Agent Opinion
Private companies going public with a registration statement (“Registration Statement”) under the Securities Act of 1933, as amended (the Securities Act”). When a Registration Statement is used, the company files it with the SEC, typically on Form S-1… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations
Rule 144 requires that a “Notice of Sale” on Form 144 be filed by any person for whose account the securities are being sold if the person is an affiliate at the time of sale, or was an affiliate… Read More
Category: Blog Posts Tags: Form 144, Legal Opinion, Legend Removal, Legend Removal Opinion, Rule 144, Rule 144 Attorneys, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Tradability Opinion, Transfer Agent Opinion
Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations
Securities Lawyer 101 Blog On December 21, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules to implement the mine safety disclosure requirements of Section 1503 of the Dodd-Frank Wall Street Reform andConsumer Protection Act (Dodd-Frank). Section… Read More
Securities Lawyer 101 Blog To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or must offer and sell the… Read More
Category: Blog Posts Tags: Accredited Crowdfunding, Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Direct Listing, Direct Listing Lawyer, Equity, Equity Offering, Exempt Offering, Form C, PPM, Private Placement, Regulation CF, Regulation CF Attorney, Regulation CF Attorneys, Regulation CF Capital Raise, Regulation CF Crowdfunding, Regulation CF Funding, Regulation CF Law Firm, Regulation CF Lawyer, Regulation CF Lawyers, Regulation CF offering, Regulation CF Requirements, Regulation Crowdfunding, Regulation Crowdfunding Attorney, Regulation Crowdfunding attorneys, Regulation Crowdfunding Lawyers, Regulation Crowdfunding Offering, Regulation Crowdfunding Reporting, Regulation Crowdfunding Requirements, Regulation Crowdfunding SEC Reporting, Regulation Crowdfunding Securities Offering, Regulation D, Rule 504, Rule 506, Rule 506 (b), Rule 506-c, Rule 506(b), Rule 506(c), SEC Registration, Section 4(a)(6) Crowdfunding, Section 4(a)(6) Offering, SECTION 4(A)6, Securities Act, Securities Exemption, Securities Offering, Small Business
Securities Lawyer 101 Blog Rule 144 (“SEC Rule 144”) under the Securities Act of 1933 (“Securities Act”) provides a safe harbor from the registration provisions of the Securities Act for resales of restricted and control securities by persons… Read More
Securities Lawyer 101 Blog Form D is used to file a notice of an exempt offering of securities with the Securities and Exchange Commission (“SEC”) for offerings made under Rule 504, 505 or 506 of Regulation D. Federal securities… Read More
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Form C, Form D, Form D Lawyer, Offering Lawyer, Offering Memorandum Lawyer, PPM, PPM Lawyer, Private Placement, Private Placement Lawyer, Regulation CF, Regulation CF Attorney, Regulation CF Attorneys, Regulation CF Capital Raise, Regulation CF Crowdfunding, Regulation CF Funding, Regulation CF Law Firm, Regulation CF Lawyer, Regulation CF Lawyers, Regulation CF offering, Regulation CF Requirements, Regulation Crowdfunding, Regulation Crowdfunding Attorney, Regulation Crowdfunding attorneys, Regulation Crowdfunding Lawyers, Regulation Crowdfunding Offering, Regulation Crowdfunding Reporting, Regulation Crowdfunding Requirements, Regulation Crowdfunding SEC Reporting, Regulation Crowdfunding Securities Offering, Regulation D, Regulation D Lawyer, Rule 504 lawyer, Rule 506 (b), Rule 506 Lawyer, Rule 506-c Lawyer, Securities Offering Lawyer
Securities Lawyer 101 Blog In January of 2010, the Securities and Exchange Commission (the “SEC”) announced it would strengthen its enforcement program by encouraging greater cooperation from individuals and companies in SEC investigations and enforcement actions. One of… Read More
Securities Lawyer 101 Blog Registration of securities on Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”), providing significant benefits to small issuers. Form S-8 is available to… Read More
FINRA Rule 6490, recently enacted in September 2010, requires issuers of securities not listed on exchanges to provide timely notice to FINRA of certain corporate actions including reverse mergers. Rule 6490 corporate actions include name changes, forward… Read More
