Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Wednesday, November 27, 2013

Securities Lawyers In Going Public Transactions

Every offer and sale of securities is regulated by both state and federal securities laws, and all securities offerings must be registered or exempt from federal and state securities registration laws.
Failure to comply with these laws can have significant negative consequences for issuers. Assisting a private company in a going public transaction is an intricate process, and it is important to have an experienced securities attorney who will help you navigate through the process and related regulations.

Securities lawyers commonly assist issuers with the following during the going public process:
♦ capital structure formation in a company’s initial articles of incorporation;
♦ issuance of founders’ shares;
♦ the sale of seed stock to friends and family to fund initial operations;
♦ the issuance of promissory notes;
♦ the issuance of stock, warrants or options for advertising;
♦ the issuance of stock, warrants or options as a gift;
♦ the issuance of stock, warrants or options for products;
♦ the issuance of stock, warrants or options for manufacturing, production or other services; and
♦ the transfer, gift or sale of stock by shareholders.
Once incorporation has been completed and the transition into operational status has begun, many private companies seek to raise necessary capital by going public. In order to ensure compliance with applicable securities laws, both private and public companies should consult with a securities attorney prior to issuing shares of stock even to their existing shareholders and management.
Generally, smaller private companies go public in one of three ways:
♦ through a reverse merger with a public shell company;
♦ by filing a Form 211 with FINRA to list on the OTCMarkets OTC Pinks; or
♦ by filing a registration statement on Form S-1 with the SEC, followed by a Form 211 with FINRA to list on the OTCMarkets OTCQB.
Form S-1 is an SEC registration statement that satisfies the registration requirements of the Securities Act of 1933. It is the most commonly used federal registration statement. If issuers interested in going public, filing an S-1 with the SEC will provide transparency to investors and issuers shareholders.
The Form S-1 registration statement contains basic business and financial information about the issuer as well as the specific securities offering being registered. It includes a detailed company description and financial reports, as well as discussions on a broad range of topics, from management salaries to what the company will do with the offering proceeds.
The S-1 has several sections including:
♦ risk factors;
♦ use of proceeds;
♦ dividend policy;
♦ selected historical financial data;
♦ management’s discussion and analysis of the offering; and
♦ information about principal and selling shareholders.
In order to file an S-1, the company must provide audited financial statements for the two most recent fiscal years, and unaudited financial statements for the interim periods. Additionally, a legal opinion is required from a securities attorney. Taking a company public is a complicated  and highly regulated process. Hamilton & Associates Securities Lawyers has the experience and background to provide all the required services to take your company public on the OTCMarkets Pink Sheets (OTC Pink Sheets), the OTCMarkets OTCQB, the NYSE (New York Stock Exchange), the NASDAQ (National Association of Securities Dealers Automated Quotations), and the AMEX (American Stock Exchange).
For more information on the S-1 Registration Statement and the going public process, or how to take your company public, Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton Florida, (561) 416-8956, by email at or visit This memorandum is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, Rule 144, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTCMarkets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings or please contact Hamilton and Associates at (561) 416-8956 or by email a Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 N
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855

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