Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Friday, January 30, 2015

How Does A Foreign Issuer Go Public? Going Public Attorneys


Going Public LawyerForeign 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 and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).  Under SEC rules, foreign issuers that qualify as... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/foreign-issuer-go-public-going-public-attorneys/

Thursday, January 29, 2015

Cry Me A River – DTC Chills & Global Locks


Going Public LawyerSecurities Lawyer 101 Blog The Depository Trust and Clear 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 of securities transactions by allowing securities transactions to be conducted electronically. Without DTC eligibility, it is almost impossible... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/cry-river-dtc-chills-global-locks/

Cry Me A River - DTC Chills & Global Locks


Securities Lawyer 101 Blog The Depository Trust and Clear Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities.  DTCC’s subsidiary, the Depository Trust Company (“DTC”) ...
http://www.securitieslawyer101.com/2015/cry-river-dtc-chills-global-locks/

Wednesday, January 28, 2015

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 (the "SEC") addressed the use of graphics and/or images that are non...
http://www.securitieslawyer101.com/2015/can-put-graphics-s-1-going-public-lawyers/

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 (the "SEC") addressed the use of graphics and/or images that are non...
http://www.securitieslawyer101.com/2015/can-put-graphics-s-1-going-public-lawyers/

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 discovers....
http://www.securitieslawyer101.com/2015/can-amend-form-10-k-going-public-attorneys/

Tuesday, January 27, 2015

What Is a Consent of Auditor? Going Public Lawyers


Going Public LawyerItem 601 of Regulation S-K requires issuers to file an auditor’s consent as an exhibit to certain forms and filed with the SEC including registration statements under the Securities Act of 1933, as amended (the “Securities Act”).  A company’s Independent registered public accounting firm must provide an auditor’s consent and audit report in Securities Act registration statements and Annual Reports... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/consent-auditor-going-public-lawyers/

Monday, January 26, 2015

SEC Amends Related Party Disclosure Rules – Going Public Lawyers


Going Public LawyerAnnual 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 rule applies to all issuers and SEC registered broker-dealers and become effective for audits of financial statements for fiscal years beginning on... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/sec-amends-related-party-disclosure-rules-going-public-lawyers/

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 Par...
http://www.securitieslawyer101.com/2015/sec-amends-related-party-disclosure-rules-going-public-lawyers/

What Is A Form 10 Shell? Going Public Lawyer


Form 10 Shells are rarely a good solution or cost effective method for a private company to obtain public company status. Most Form 10 Shells are not structured properly for a publicly traded company and most do not have ticker symbols.  A priv...
http://www.reversemergers101.com/form-10-shells/

Sunday, January 25, 2015

What Is The Section 1145 Exemption? Securities Lawyer 101


Going Public LawyerSecurities 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 (the Securities Act ) provides issuers in Chapter 11 reorganizations with an exemption from registration that eases some of the burdens of Chapter 11 reorganization.  An important requirement of the Section 1145... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/section-1145-exemption-securities-lawyer-101/

Can I Issue Free Trading Shares Under Rule 504? Going Public Lawyers


Despite numerous SEC enforcement actions, Rule 504 of Regulation D of the Securities Act remains a commonly misused exemption particularly in dilution schemes. The popularity of Rule 504 is simple - the Rule 504 exemption provides a way for dil...
http://www.securitieslawyer101.com/2015/can-i-issue-free-trading-shares-under-rule-504/

What Selling Shareholder Disclosures Are Required In Form S-1? Going Public Lawyers


Securities Lawyer 101 Blog Companies going public have a variety of structures for their transactions. Companies can sell shares in reliance upon Rule 506 of Regulation D and file a selling shareholder registration statement with the Securitie...
http://www.securitieslawyer101.com/2014/selling-shareholder/

Saturday, January 24, 2015

Six Years Later – U.S. v Ross Mandell


In July 2009, Ross Mandell, founder of Sky Capital Holdings, Ltd., a venture capital firm and brokerage, was arrested by the Federal Bureau of Investigation and charged with violating the Securities Exchange Act of 1934.  According to the U.S. Attor...
http://www.securitieslawyer101.com/2015/six-years-later-u-s-v-ross-mandell/

Can I Issue Free Trading Shares Under Rule 504? Going Public Lawyers


Going Public LawyerDespite numerous SEC enforcement actions, Rule 504 of Regulation D of the Securities Act remains a commonly misused exemption. The popularity of Rule 504 is simple the Rule 504 exemption provides a way for scammers to issue illegally free trading shares using baseless legal opinions. Because no true legal analysis is involved, these baseless opinions can be purchased online... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/can-i-issue-free-trading-shares-under-rule-504/

SEC Charges Frederick Elm and Elm Tree Investment Fund LP


On January 21, 2015, the Securities and Exchange Commission (the “SEC”) announced fraud charges and an asset freeze against a Fort Lauderdale, Florida-based investment advisory firm, its manager, and three related funds in a scheme that raised mo...
http://www.securitieslawyer101.com/2015/sec-charges-frederick-elm-elm-tree-investment-fund-lp/

Friday, January 23, 2015

Six Years Later – U.S. v Ross Mandell


In July 2009, Ross Mandell, founder of Sky Capital Holdings, Ltd., a venture capital firm and brokerage, was arrested by the Federal Bureau of Investigation and charged with violating the Securities Exchange Act of 1934.  According to the U.S. Attor...
http://www.securitieslawyer101.com/2015/six-years-later-u-s-v-ross-mandell/

Sunday, January 18, 2015

Who Has To File Form 144? Going Public Attorneys


Rule 144 of the Securities Act of 1933, as amended provides a safe harbor for certain public resales of securities, if certain conditions are met. Rule 144 applies to unregistered shares acquired directly from an issuer, ("restricted securities”), ...
http://www.securitieslawyer101.com/2015/file-form-144-going-public-attorneys/

Friday, January 16, 2015

Penny Stock Lawyers, Auditors & Nominees Charged by SEC


On January 15, 2015, the Securities and Exchange Commission (the “SEC”) announced charges against attorneys, auditors, and others allegedly involved in a microcap scheme involving bogus Form S-1 registration statements filed with the SEC.  Acc...
http://www.securitieslawyer101.com/2015/sec-charges-securities-lawyers-accountants-nominees-penny-stock-companies/

SEC Charges Securities Lawyers, Accountants & Nominees In Penny Stock Companies


Going Public LawyerOn January 15, 2015, the Securities and Exchange Commission (the “SEC”) announced charges against attorneys, auditors, and others allegedly involved in a microcap scheme involving bogus Form S-1 registration statements filed with the SEC.  According to the SEC, John Briner, a Canadian attorney and stock promoter caused the companies to file 20 bogus Form S-1 registration statements with phony cookie... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/sec-charges-securities-lawyers-accountants-nominees-penny-stock-companies/

Wednesday, January 14, 2015

What is an Unregistered Broker? Going Public Lawyers


Going Public LawyerThe Securities and Exchange Commission (the “SEC”) Division of Enforcement is pursuing unregistered broker-dealer activity which runs rampant in the penny stock markets.  Since Rule 506(c) was created many unregistered broker-dealers have appeared in call centers and boiler rooms.  Often these unregistered broker-dealers claim to be exempt from the broker-dealer registration requirements.  SEC enforcement actions demonstrate there are serious consequences... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/unregistered-brokers/

Just What Is a “Security” Anyway? Going Public Lawyers


Going Public LawyerBelow is a teaser from the new e-book by Michael T. Williams, a going public lawyer and Best-Selling Amazon E-Book author.  The book will be available to the public in a few weeks. Your are only subject to federal and state securities laws if you are selling what is defined as a “security.”  If you are selling stock in your... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/just-security-anyway-going-public-lawyers/

Why File an SEC Registration Statement? Going Public Lawyer


The Securities Act of 1933 (the "Securities Act") is referred to as the "truth in securities" act. The Securities Act has two stated goals. These are to require that issuers provide investors with financial and other significant information concer...
http://www.securitieslawyer101.com/2015/purpose-registration-statements-securities-act-1933/

Why File an SEC Registration Statement? Going Public Lawyer


The Securities Act of 1933 (the "Securities Act") is referred to as the "truth in securities" act. The Securities Act has two stated goals. These are to require that issuers provide investors with financial and other significant information concer...
http://www.securitieslawyer101.com/2015/purpose-registration-statements-securities-act-1933/

Will My Offerings Be Integrated? - Going Public Attorneys


Securities Lawyer 101 Blog Issuers often need to raise funds during their going public transactions to offset legal and accounting costs.  The Securities & Exchange Commission's integration rules addresses the circumstances under which an iss...
http://www.securitieslawyer101.com/2015/sec-integration-going-public-attorneys/

What Happens If I Forget To File My Form D? Going Public Lawyers


Securities Lawyer 101 Blog The most common exemptions from registration for both public companies and private companies seeking to go public are those provided by Regulation D of the Securities Act of 1933, as amended (“Securities Act”). Many...
http://www.securitieslawyer101.com/2015/file-form-d-going-public-lawyers/

Tuesday, January 13, 2015

Do I Have to Disclose Payments to Finders?


Companies seeking capital are frequently approached by intermediaries who offer to locate investors in exchange for a fee. Most intermediaries also known as "finders" are not registered as broker-dealers with the Securities and Exchange Commission ...
http://www.securitieslawyer101.com/2015/undisclosed-payments-finders/

Why File a Registration Statement With the SEC? Going Public


The Securities Act of 1933 (the "Securities Act") is referred to as the "truth in securities" act. The Securities Act has two stated goals. These are to require that issuers provide investors with financial and other significant information concer...
http://www.securitieslawyer101.com/2014/purpose-registration-statements-securities-act-1933/

Why File a Registration Statement With the SEC? Going Public


The Securities Act of 1933 (the "Securities Act") is referred to as the "truth in securities" act. The Securities Act has two stated goals. These are to require that issuers provide investors with financial and other significant information concer...
http://www.securitieslawyer101.com/2014/purpose-registration-statements-securities-act-1933/

What Is a Form F-1 Registration Statement?


Typically, foreign companies seeking to raise capital attempt to obtain public company status.  Foreign companies that go public in the U.S. can register shares with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Ac...
http://www.securitieslawyer101.com/2015/form-f-1-registration-statements/

Monday, January 12, 2015

What is a Going Public Lawyer?


The role of the Going Public Lawyer is one of the most important in the going public process. The Going Public Lawyers at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. Why...
http://www.securitieslawyer101.com/2015/going-public-lawyer/

Conducting An EB-5 Offering Under Rule 506 of Regulation D


The EB-5 visa program was created by the U.S. Congress as part of the Immigration Act of 1990 to stimulate the U.S. economy through job creation and capital investment by foreign investors. Using an EB-5 offering foreign investors can obtain EB-5...
http://www.securitieslawyer101.com/2013/eb-5/

Can I Spin-Off My Subsidiary? Going Public Lawyer


Securities Lawyer 101 Blog A spin-off ("Spin-off”) involves a transaction in which a parent company (“Parent”) distributes shares of its subsidiary (“Subsidiary”) to the Parent’s shareholders so that the Subsidiary becomes a separa...
http://www.securitieslawyer101.com/2015/spin-off/

Sunday, January 11, 2015

FINRA Expels John Thomas Financial & Bars Tommy Belesis


Going Public LawyerOn January 9, 2015, The Financial Industry Regulatory Authority (FINRA) announced that a hearing panel expelled John Thomas Financial, and barred its Chief Executive Officer, Anastasios Tommy or Thomas ) Belesis, from the securities industry for violations in connection with the sale of penny stock issuer, America West Resources, Inc. (AWSR) common stock, including trading ahead of customers orders, recordkeeping violations,... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/finra-boots-john-thomas-financial-tommy-belesis/

FINRA Boots John Thomas Financial & Tommy Belesis


On January 9, 2015, The Financial Industry Regulatory Authority (FINRA) announced that a hearing panel expelled John Thomas Financial, and barred its Chief Executive Officer, Anastasios "Tommy" or "Thomas") Belesis, from the securities industry f...
http://www.securitieslawyer101.com/2015/finra-boots-john-thomas-financial-tommy-belesis/

Saturday, January 10, 2015

What Is SEC Form 5 & When Is It Due? Securities Lawyer 101


Going Public LawyerSection 16 of the Securities Exchange Act of 1934 requires that officers, directors and holders of more than 10% of a company’s equity securities disclose their ownership of, and transactions in, equity securities, including stock options, warrants and other convertible securities. Section 16 requires that such persons file an Annual Statement of Changes in Beneficial Ownership on Form 5 with... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/what-is-sec-form-5/

Friday, January 9, 2015

Loretta Lynch, the DOJ, and Felix Slater's Secret Docket


It was recently revealed in the press that in 2013, Loretta Lynch, President Obama's recent nominee for the office of Attorney General, was questioned by a House Judiciary Committee panel about secret sentencing procedures used by the Department of J...
http://www.securitieslawyer101.com/2015/loretta-lynch-doj-secret-sentencing-procedures/

Thursday, January 8, 2015

DTC Conspiracies Continue In 2015


Securities Lawyer 101 Blog We continue to receive inquiries from management and shareholders of public companies about the Depository Trust Company ("DTC"). Many of these people assert that there is a larger DTC conspiracy in the works. Frequentl...
http://www.securitieslawyer101.com/2015/dtc-eligible/

What Is Wrong With A Custodianship Shell?


Securities Lawyer 101 Blog Between January of 2000 and present, the Securities and Exchange Commission (the "SEC") has suspended or halted thousands of publicly traded companies. Many were dormant penny stock issuers suspended to prevent corporat...
http://www.securitieslawyer101.com/2015/custodianship-shell/

SEC Charges 5 In Corporate Accounting Fraud


Going Public LawyerOn January 6, 2014,  the United States Attorney for the Southern District of New York announced today the arrests of Steven Kaitz, Latchmee Mahato, Jonathan Wheeler, Kathleen Smith and Zachary Kairt former executives and employees of a New Jersey-based company that provided in-store displays for retailers (the “Company”), and Kathleen Smith a former employee of a New York-based sports apparel and footwear... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/sec-charges-5-corporate-accounting-fraud/

How Does a Market Maker Get a Ticker? Going Public Lawyers


Securities Lawyer 101 Blog The last step in going public transactions is most often obtaining a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”). For a company to obtain a ticker, a market maker must su...
http://www.securitieslawyer101.com/2015/market-maker/

What Is a Reverse Merger Super 8-K? Going Public Lawyer


Securities Lawyer 101 Blog The  Securities and Exchange Commission ("SEC"), Division of Corporate Finance  frequently notes disclosure failures of reverse merger transactions in Form 8-K also known as "Super 8-K".  This blog post summarizes S...
http://www.securitieslawyer101.com/2015/super-8-k-reverse-merger/

How Does a Market Maker Get a Ticker? Going Public Lawyers


Securities Lawyer 101 Blog The last step in going public transactions is most often obtaining a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”). For a company to obtain a ticker, a market maker must su...
http://www.securitieslawyer101.com/2015/market-maker/

Wednesday, January 7, 2015

What Is a Reverse Merger Super 8-K? Going Public Lawyer


Securities Lawyer 101 Blog The  Securities and Exchange Commission ("SEC"), Division of Corporate Finance  frequently notes disclosure failures of reverse merger transactions in Form 8-K also known as "Super 8-K". This blog post summarizes SEC...
http://www.securitieslawyer101.com/2015/super-8-k-reverse-merger/

Toxic Reverse Mergers


Securities Lawyer 101 Blog Over the last eight years, the Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority ("FINRA") have overhauled the rules and regulations applicable to reverse merger transactions. Not...
http://www.reversemergers101.com/toxic-reverse-mergers/

What is a Form 144 Notice of Sales? Going Public Lawyer


Securities Lawyer 101 Blog 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 during the 90 days prec...
http://www.securitieslawyer101.com/2015/form-144-notice-of-sales/

Loretta Lynch, the DOJ, and Secret Sentencing Procedures


It was recently revealed in the press that in 2013, Loretta Lynch, President Obama's recent nominee for the office of Attorney General, was questioned by a House Judiciary Committee panel about secret sentencing procedures used by the Department of J...
http://www.securitieslawyer101.com/2015/loretta-lynch-doj-secret-sentencing-procedures/

How Do I Go Public on the OTC Pink? – Going Public Lawyer


Going Public LawyerSecurities Lawyer 101 Blog Many private companies that go public are opting for the listing on the OTC Market’s OTC Pinks due to the increased costs and more stringent regulations associated with Securities and Exchange Commission (“SEC”) reporting.  Rule 15c2-11 (“SEC Rule 15c2-11”) of the Securities Exchange Act of 1934 (the “Exchange Act”) can be used by a private company seeking... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/otc-pink-going-public-lawyer/

How Do I Go Public on the OTC Pink? - Going Public Lawyer


Securities Lawyer 101 Blog Many private companies that go public are opting for the listing on the OTC Market’s OTC Pinks due to the increased costs and more stringent regulations associated with Securities and Exchange Commission (“SEC”...
http://www.securitieslawyer101.com/2015/otc-pink-going-public-lawyer/

What is a Form 144 Notice of Sales? Going Public Lawyer


Securities Lawyer 101 Blog 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 during the 90 days prec...
http://www.securitieslawyer101.com/2015/form-144-notice-of-sales/

Tuesday, January 6, 2015

What is a Reverse Stock Split? Securities Lawyer 101


Securities Lawyer 101 Blog Reverse stock splits are often used by public companies to reduce the amount of securities outstanding. Reverse splits are also be used by private companies in corporate restructurings. Typically in a reverse split, a co...
http://www.securitieslawyer101.com/2015/reverse-stock-split/

And the Beat Goes On – Tennessee Adopts Crowdfunding


Going Public LawyerWhile the SEC (after 700 days) has not adopted its final equity crowdfunding regulations, Tennessee’s entrepreneurial efforts have moved forward. Tennessee’s new crowdfunding law known as “Invest Tennessee Exemption” became effective on January 1, 2015. The new law allows Tennessee-based companies to engage in intrastate crowdfunding.  The Invest Tennessee Exemption requires that the offering comply with the federal intrastate offering... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/invest-tennessee-exemption/

Due Diligence in Accredited Crowdfunding Offerings


Going Public LawyerThe Anti-Fraud Provisions That Apply to Accredited Crowdfunding Even though Accredited Crowdfunding Offerings are exempt under Rule 506(c) and no specific disclosure requirements apply, under most circumstances, the anti-fraud provisions mandate disclosure of certain information to investors. Section 10(b) of the Securities Exchange Act of 1934, (the “Exchange Act”) prohibits the use of any manipulative or deceptive device in contravention... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/due-diligence-accredited-crowdfunding-offerings/

When Is Form 10-K Due? Securities Lawyer 101


Securities Lawyer 101 Blog A public company must file an annual report on Form 10-K following the end of each of its fiscal year. The first Form 10-K deadline is 90 days after the end of the first fiscal year in which the issuer becomes subject...
http://www.securitieslawyer101.com/2015/form-10-k-deadlines/

Monday, January 5, 2015

Paying Consultants & Stock Promoters With Stock – Going Public Lawyers


Going Public LawyerIt has become almost routine for OTC Markets listed issuers to pay for consulting services with their restricted shares of common stock.  The tradability of shares that can be issued to consultants is impacted by whether the company issuing the shares is reporting with the Securities & Exchange Commission (the SEC ) and whether the issuer has ever been a shell company... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/paying-consultants-stock-promoters/

Paying Consultants & Stock Promoters With Stock - Going Public Lawyers


It has become almost routine for OTC Markets listed issuers to pay for consulting services with their restricted shares of common stock.  The tradability of shares that can be issued to consultants is impacted by whether the company issuing the...
http://www.securitieslawyer101.com/2015/paying-consultants-stock-promoters/

Paying Consultants & Stock Promoters With Stock - Going Public Lawyers


It has become almost routine for OTC Markets listed issuers to pay for consulting services with their restricted shares of common stock.  The tradability of shares that can be issued to consultants is impacted by whether the company issuing the...
http://www.securitieslawyer101.com/2015/paying-consultants-stock-promoters/

Should I Do A Reverse Merger With a Form 10 Shell? Securities Lawyer 101


Securities Lawyer 101 Blog Form 10 Shells are issuers with no or nominal operational activity that are "Public Companies" meaning they are obligated to file reports with the Securities and Exchange Commission as a result of filing a Form 10 regi...
http://www.securitieslawyer101.com/2015/form-10-shells/

Should I Do A Reverse Merger With a Form 10 Shell? Securities Lawyer 101


Securities Lawyer 101 Blog Form 10 Shells are rarely a good solution or cost effective method for a private company to obtain public company status. Often Form 10 Shells are not a timely or cost effective method in going public transactions. Unlik...
http://www.securitieslawyer101.com/2015/form-10-shells/

The Going Public Lawyer’s Dictionary


Going Public LawyerThe Going Public Lawyer s Dictionary was created to assist companies to become familiar with certain terms they will encounter during their going public transaction.  It is crucial that you understand and can speak the going public lingo! Accredited Investor An accredited investor is defined in Rule 501 of Regulation D.  An accredited investor is: An individual who, alone or together with a... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/going-public-lawyers-dictionary/

Why Both Private and Public Companies Need a Securities Attorney


Going Public LawyerEvery offer and sale of securities are regulated by both state and federal securities laws.  Generally, all securities offerings must be registered or exempt from federal and state securities registration laws. Failure to comply with these laws can have significant consequences that include rescission to investors, and enforcement actions by the Justice Department or Securities and Exchange Commission. Taking a... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/private-public-companies-need-securities-attorney/

When are Form 10-K Deadlines? Securities Lawyer 101


Securities Lawyer 101 Blog A public company must file an annual report on Form 10-K following the end of each of its fiscal year. The first Form 10-K deadline is 90 days after the end of the first fiscal year in which the issuer becomes subject...
http://www.securitieslawyer101.com/2015/form-10-k-deadlines/

Sunday, January 4, 2015

The Going Public Lawyer's Dictionary


The Going Public Lawyer's Dictionary was created to assist companies to become familiar with certain terms they will encounter during their going public transaction.  It is crucial that you understand and can speak the going public lingo! Acc...
http://www.securitieslawyer101.com/2015/going-public-lawyers-dictionary/

What Does a Going Public Lawyer Do Anyway?


Going Public LawyerThe role of the Going Public Lawyer is one of the most important in the going public process. The Going Public Lawyers at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. A skilled Go Public Lawyer can  design and implement the going public structure most beneficial to your company without the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/what-does-going-public-lawyer/

What Does a Going Public Lawyer Do Anyway?


The role of the Go Public Lawyer is one of the most important in the going public process. The Go Public Lawyers at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. A skilled...
http://www.securitieslawyer101.com/2015/going-public-lawyer-2/

Can I Go Public With an Exchange Act Registration Statement?


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...
http://www.securitieslawyer101.com/2015/exchange-act-registration-statements/

Who Investigates the SEC? Securities Lawyer 101


Going Public LawyerSecurities Lawyer 101 The Office of Inspector General (OIG) is an independent office of the Securities and Exchange Commission (the SEC ). The OIG conducts, supervises, and coordinates audits and investigations of the programs and operations of the different branches of the SEC. Its stated purpose is to prevent and detect fraud, waste, and abuse and to promote integrity, economy, efficiency, and... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/investigates-sec/

Saturday, January 3, 2015

What Does a Go Public Lawyer Do Anyway?


The role of the Go Public Lawyer is one of the most important in the going public process. The Go Public Lawyers at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. A skilled...
http://www.securitieslawyer101.com/2015/go-public-lawyer/

Can Form S-1 Be Used To Go Public ? l Going Public Lawyers


Going Public LawyerGoing Public Bootcamp  Securities Lawyer 101 Blog Form S-1 is the basic registration statement form used to register securities. Form S-1 can be used to register securities for which no other form is authorized or prescribed, except securities of foreign governments or political sub-divisions thereof. Form S-1 is commonly the first form of SEC registration statement used by issuers during... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/form-s1-direct-public-offering-going-public-lawyers/

Can Form S-1 Be Used To Go Public ? l Going Public Lawyers


Going Public Bootcamp - Securities Lawyer 101 Blog Form S-1 is the basic registration statement form used to register securities. Form S-1 can be used to register securities for which no other form is authorized or prescribed, except securities o...
http://www.securitieslawyer101.com/2015/form-s1-direct-public-offering-going-public-lawyers/

What Is FINRA Rule 6490? Securities Lawyer 101


Securities Lawyer 101 Blog 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...
http://www.securitieslawyer101.com/2012/rule-6490/

How Can I Resell Restricted Securities ? l Securities Lawyer 101


Securities Lawyer 101 Blog  It has become routine for public companies and private companies going public to mark their stock certificates with “Restrictive Legends”.   Generally, restrictive legends state that the securities represented b...
http://www.securitieslawyer101.com/2014/restricted-securities-2/

Offshore Crowdfunding Portals Are Not Shielded From Liability Under U.S. Securities Laws


The SEC’s recent Cease and Desist order against  Eureeca Capital demonstrates that we may begin to see enforcement activity involving offshore crowdfunding portals soliciting investments from U.S. investors.  In Eureeca, its website claimed, “E...
http://www.securitieslawyer101.com/2014/offshore-crowdfunding-portals-shielded-liability-u-s-securities-laws/

Going Public - OTC Markets OTCQB - Going Public Lawyers


Securities Lawyer 101 Blog Many private companies seeking to go public are opting for going public transactions on the OTC Markets OTCQB.  The OTC Markets Group operates an electronic inter-dealer quotation system called OTC Link.  OTC Markets r...
http://www.securitieslawyer101.com/2013/going-public-lawyer-otc-markets-otcqb/

Go Public With A DPO - Going Public Securities Attorney


One of the most efficient and cost effective ways to achieve public company status is by using a Direct Public Offering.  The Direct Public Offering Attorneys at Hamilton & Associates will assist you with your Direct Public Offering using a r...
http://www.securitieslawyer101.com/2014/direct-public-offering-attorney/

How Can I Invest In An EB-5 Offering? Going Public Lawyers


The EB-5 investor visa program is becoming more popular since Rule 506 (c) became law allowing issuers to advertise their offerings to foreign investors seeking U.S. residency. As with any investment proper due diligence is crucial. The Securities ...
http://www.securitieslawyer101.com/2014/eb-5-offerings/

Overview of Disclosures Drafted by a Going Public Lawyer


Private companies seeking public company status should weigh the benefits and risks before going public. The right going public attorney can help you weigh these risks and avoid many of the pitfalls surrounding going public transactions.  A goin...
http://www.securitieslawyer101.com/2014/disclosures-going-public-lawyer/

Friday, January 2, 2015

What is Stock Scalping ? Securities Lawyer 101


Going Public LawyerSecurities Lawyer 101 Blog Stock promoters often engage in what is known as stock scalping.  Stock scalping is the illegal and deceptive practice of recommending that others purchase a security while secretly selling the same security.  In recent years, the SEC and Justice Department have brought an increasing number of cases alleging securities violations for stock scalping activity. The Role of the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/stock-scalping-for-promoters/

What is a Going Public Lawyer?


The role of the Going Public Lawyer is one of the most important in the going public process. The Going Public Lawyers at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. Why A...
http://www.securitieslawyer101.com/2014/going-public-lawyer/

The Role of the Going Public Lawyer


The role of the Going Public Lawyer is one of the most important in the going public process. The Going Public Lawyers at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. Why A...
http://www.securitieslawyer101.com/2014/going-public-lawyer/

Crowdfunding for Private Companies - Crowdfunding Lawyers


Sometimes, a company seeking to raise capital may not want to spend the time and expense of an initial public or direct public offering.  In such circumstances, the company should consider an exempt offering. Even though the SEC has not created th...
http://www.securitieslawyer101.com/2014/crowdfunding-options-private-companies/

Thursday, January 1, 2015

Accredited Crowdfunding With Rule 506


As of September 23, 2013, the JOBS Act has permitted general solicitation and advertising in Rule 506 private placements.  While equity crowdfunding is not yet legal, both the SEC and FINRA have proposed rules for equity crowdfunding. This has ...
http://www.securitieslawyer101.com/2015/accredited-crowdfunding-rule-506-2/

Accredited Crowdfunding With Rule 506


As of September 23, 2013, the JOBS Act has permitted general solicitation and advertising in Rule 506 private placements.  While equity crowdfunding is not yet legal, both the SEC and FINRA have proposed rules for equity crowdfunding. This has ...
http://www.securitieslawyer101.com/2015/accredited-crowdfunding-rule-506-2/