Securities Lawyer 101 Blog All public companies whose securities are registered on a national securities exchange, and generally issuers whose assets exceed $10,000,000 with a class of equity securities held by 500 or more persons, must register their… Read More
Category: Blog Posts Tags: Exchange Act, Exchange Act Reporting, Form 10, Form 10-K, Form 10-Q, Form 8-A, Form 8-K Current Report, Form 8k, Going Public, material information, Public Company, SEC, SEC Attorney, SEC Change of Control, SEC compliance, SEC Disclosure and Requirements, SEC Form 8-K, SEC Reporting, SEC reporting issuer, SEC Reporting Obligation, SEC Reporting Requirements, trigger events, What are SEC Reporting Requirements
Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) frequently receives tips from whistlblowers. SEC tips from whistleblowers are provided in a variety of ways. The SEC tips are primarily received through the SEC’s online TCR form located at http://www.sec.gov/complaint.shtml … Read More
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Securities Lawyer 101 Blog An issuer with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934 must file periodic reports with the Securities and Exchange Commission pursuant… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Emerging Growth Company, Foreign Company, 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, Prospectus, Prospectus Requirements, Public Company, 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, SEC Reporting Requirements
Securities Lawyer 101 Blog The most common exemptions used by companies to sell stock prior to going public are those promulgated under Section 4(2) of the Securities Act and Regulation D of the Securities Act. Many issuers who go… 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 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)
What Is Rule 504? Rule 504 of Regulation D is an exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) for certain companies when they offer and sell securities. How Much… 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, Non-Accredited Investor, 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 Attorney, Regulation D Offering, Regulation D Requirements, Regulation D Rule 504, Regulation D Rule 504 Securities Offering Requirements, Rule 504, Rule 504 Attorney, Rule 504 Exemption, Rule 504 lawyer, Rule 504 of Regulation D, Rule 504 Offering, Rule 504 Securities Offering, 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 The JOBS Act makes it easier for issuers who qualify as an emerging growth company to go public direct by exempting them from certain federal securities regulations, by reducing certain SEC reporting requirements. The JOBS… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Emerging Growth Company, Foreign Company, 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, 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, SEC Reporting Requirements
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
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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
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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
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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
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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
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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
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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
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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
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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
Category: Blog Posts Tags: dodd-frank, FINRA Halt, fraud, Investor Loss, Investor Victims, nasdaq, nyse, Officer Director Bar, OTC Markets, Penny Stock Bar, ponzi scheme, Scalping, scam, SEC, SEC Action, SEC Actions, SEC Administrative Proceeding, SEC anti-fraud, SEC Attorney, sec bar, SEC Bounty, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Section 17(b), SEC Subpoena, SEC Suit, SEC Trading Halt, SEC Trading Suspension, Section 17(b), Section 5 violation, Securities Act, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Indictment, Securities Law Defense, SPAC, stock manipulation, stock scheme, Wells Notice
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
Category: Blog Posts Tags: dodd-frank, FINRA Halt, fraud, Fraudulent Inforamtion, Investor Loss, Investor losses, Investor Victims, nasdaq, nyse, Officer Director Bar, OTC Markets, Penny Stock Bar, ponzi scheme, Scalping, scam, SEC, SEC Action, SEC Actions, SEC Administrative Proceeding, SEC anti-fraud, SEC Attorney, sec bar, SEC Bounty, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Section 17(b), SEC Subpoena, SEC Suit, SEC Trading Halt, SEC Trading Suspension, Section 17(b), Section 5 violation, Securities Act, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Indictment, Securities Law Defense, SPAC, stock manipulation, stock scheme, Wells Notice
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
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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
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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
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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
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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
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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
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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
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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
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