Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Thursday, February 26, 2015

OTCQX PAL Guides Foreign Companies in Dual Listing


By: Michael T. Williams, Securities Lawyer This is the second step in our Roadmap to OTCQX International qualified Dual Listings. In our last post we described the markets upon which your company or your client company must trade to enter into this...
http://www.goingpublicattorneys.com/2015/otcqx-pal-guides-foreign-companies-dual-listing/

Roadmap to OTCQX International Listing: SEC Rule 12g3-2(b)


By Michael T. Williams, Securities Attorney This is the third step in our Roadmap to OTCQX International qualified Dual Listings. In our first post we described the markets upon which your company or your client company must trade to ...
http://www.goingpublicattorneys.com/2015/roadmap-otcqx-international-listing-sec-rule-12g3-2b/

Wednesday, February 25, 2015

What is Equity Crowdfunding?


On October 23, 2013, the Securities and Exchange Commission (the "SEC") proposed Regulation Crowdfunding, setting forth the rules governing the offer and sale of securities through crowdfunded offerings, pursuant to Title III of the Jumpstart Our B...
http://www.goingpublicattorneys.com/2014/crowdfunding-101/

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 in o...
https://www.securitieslawyer101.com/2015/considerations-foreign-companies-going-public/

Monday, February 23, 2015

DTC Eligibility Q & A – Creating Liquidity with Electronic Trading


Going Public LawyerPosted 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 risk in the clearance and settlement of securities transactions. Not all securities are eligible to be settled through DTC.  DTC Eligibility has... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/dtc-eligibility-going-public-lawyers/

How Does A Foreign Company 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 Securiti...
https://www.securitieslawyer101.com/2015/foreign-issuer-register-shares/

Exchange Act Registration & Going Public For Foreign Issuers


Foreign companies going public the United States must file a registration statement covering a class of securities pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) if the class of securities will be listed on a ...
https://www.securitieslawyer101.com/2015/exchange-act-registration-going-public-foreign-issuers/

Sunday, February 22, 2015

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 Com...
https://www.securitieslawyer101.com/2015/dtc-eligibility-going-public-lawyers/

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 Com...
https://www.securitieslawyer101.com/2015/dtc-eligibility-going-public-lawyers/

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 Com...
https://www.securitieslawyer101.com/2015/dtc-eligibility-q-creating-liquidity-electronic-trading/

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 Com...
https://www.securitieslawyer101.com/2015/dtc-eligibility-q-creating-liquidity-electronic-trading/

Considerations For Foreign Issuers Going Public


The U.S. markets are a preferred venue for a foreign company seeking to raise capital and create an exit strategy for its shareholders by going public. There are unique requirements under U.S. securities laws for foreign issuers seeking to go public ...
http://www.goingpublicattorneys.com/2015/considerations-foreign-issuers-going-public/

Going Public Lawyer Pointers


Going Public 101 Blog A Going Public Lawyer is an important part of the overall going public process.   A Going Public Lawyer in the beginning of the process assists the issuer in structuring its transaction the most time and cost effective way t...
http://www.goingpublicattorneys.com/2014/going-public-lawyer-insights/

Saturday, February 21, 2015

Exchange Act Registration & Going Public For Foreign Issuers


Going Public LawyerForeign companies going public the United States must file a registration statement covering a class of securities pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) if the class of securities will be listed on a United states national securities exchange such as Nasdaq. A foreign private issuer must register a class of equity securities under the... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/exchange-act-registration-going-public-foreign-issuers/

Periodic Reporting for Foreign Issuers – Going Public Lawyers


Going Public LawyerA 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 (the “Securities Act”), register a class of equity securities under the Securities Exchange Act or it may do both.  A Foreign issuer can conduct direct public offerings or an initial public... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/periodic-reporting-foreign-issuers-going-public-lawyers/

How Does A Foreign Company Register Shares When Going Public?


Going Public LawyerA 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 (“SEC”) must be submitted in electronic format on the SEC’s Electronic Data Gathering and Retrieval (“EDGAR”) system. All registration statements including those... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/foreign-issuer-register-shares/

When Does a Foreign Company Have To File a Registration Statement?


Going Public LawyerUnder the federal securities laws, a foreign company that meets the definition of the Securities and Exchange Commission (the “SEC”) of a foreign private issuer must register an offering of its securities under the Securities Act of 1933, as amended (the “Securities act”) or a class of securities under the Securities Exchange Act of 1934 (the “Exchange Act”) or both,... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/foreign-company-file-registration-statement/

Periodic Reporting for Foreign Issuers - Going Public Lawyers


A foreign private issuer can file a registration statement covering a public offering of securities under the Securities Act of 1933, as amended (the “Securities Act”), register a class of equity securities under the Securities Exchange Act or it...
https://www.securitieslawyer101.com/2015/periodic-reporting-foreign-issuers-going-public-lawyers/

Foreign Private Issuer Reporting Obligations – Going Public Lawyers


Going Public LawyerForeign issuers seeking to go public and access the U.S. capital markets must comply with the requirements of the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). The Securities Act requires foreign issuers that offer and sell securities in the United States to file a registration statement with the SEC. The... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/foreign-private-issuer-reporting-obligations-going-public-lawyers/

Foreign Private Issuer Reporting 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 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). The Securities Act...
https://www.securitieslawyer101.com/2015/foreign-private-issuer-reporting-obligations-going-public-lawyers/

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 in o...
https://www.securitieslawyer101.com/2015/considerations-foreign-companies-going-public/

Friday, February 20, 2015

Ross Mandell, Six Years Later – Part 2


Going Public LawyerPosted 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 federal court in the Southern District of New York.  It ended in May 2012, when final judgments of conviction were entered against... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/26701/

Ross Mandell, Six Years After – Part 2


Going Public LawyerPosted 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 federal court in the Southern District of New York.  It ended in May 2012, when final judgments of conviction were entered against... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/26701/

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 federal...
https://www.securitieslawyer101.com/2015/26701/

Thursday, February 19, 2015

Corporate Law 101 - By: Brenda Hamilton Securities Attorney


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 ba...
https://www.securitieslawyer101.com/2015/corporate-law-101-brenda-hamilton-securities-attorney/

Corporate Law 101 - By: Brenda Hamilton Securities Attorney


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 ba...
https://www.securitieslawyer101.com/2015/corporate-law-101-brenda-hamilton-securities-attorney/

Wednesday, February 18, 2015

Can I Sell Shares Under Section 4(1) ? Going Public Lawyers


Posted by Brenda Hamilton, Securities and Going Public Lawyer 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 rest...
https://www.securitieslawyer101.com/2015/26680/

What’s Wrong With A Form 10 Shell?


Going Public LawyerPosted by Brenda Hamilton, Securities and Going Public Lawyer Many issuers seeking to raise capital often attempt to go public using a reverse merger with a public shell. Blank Check Companies which file Form 10 Registration Statement (“Form 10 Shell”) are being marketed as a method for private companies to obtain public company status. Often Form 10 Shells are not a... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/whats-wrong-form-10-shell/

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...
https://www.securitieslawyer101.com/2015/beat-goes-michigan-embraces-crowdfunding/

Tuesday, February 17, 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! 52 ...
https://www.securitieslawyer101.com/2015/going-public-lawyers-dictionary/

And the Beat Goes On – Michigan Embraces Crowdfunding


Going Public LawyerPosted 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 securities of Michigan-based companies using crowdfunding.  The signing of House Bill 5273 by Michigan’s preexisting intrastate exemption from securities registration known as... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/beat-goes-michigan-embraces-crowdfunding/

Monday, February 16, 2015

Broker Dealer Registration 101


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.  The Securities Exchange Act of 1934 (the “Exchange Ac...
https://www.securitieslawyer101.com/2015/broker-dealer-registration-101/

Confidential Registration Statements Q & A – Going Public Lawyers


Going Public LawyerPosted By Brenda Hamilton, Securities Lawyer The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis.  This Q & A addresses the common questions we receive about confidential registration statement submissions. Q. When does... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/confidential-draft-registration-statements/

Sunday, February 15, 2015

Confidential Submission of Draft SEC Registration Statements Q & A


Posted By Brenda Hamilton, Securities Lawyer The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commissio...
https://www.securitieslawyer101.com/2015/confidential-submission-draft-sec-registration-statements-q/

Confidential Submission of Draft SEC Registration Statements Q & A


Posted By Brenda Hamilton, Securities Lawyer The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commissio...
https://www.securitieslawyer101.com/2015/confidential-submission-draft-sec-registration-statements-q/

Confidential Submission of Draft SEC Registration Statements Q & A


Posted By Brenda Hamilton, Securities Lawyer The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commissio...
https://www.securitieslawyer101.com/2015/confidential-submission-draft-sec-registration-statements-q/

Confidential Submission of Draft SEC Registration Statements Q & A


The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis.  T...
https://www.securitieslawyer101.com/2015/confidential-submission-draft-sec-registration-statements-q/

Friday, February 13, 2015

Retweets, Social Media & Being Public – Going Public Lawyers


Going Public LawyerPosted by Brenda Hamilton Securities 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 in compliance and disclosure interpretations addressing the use of Twitter, Facebook, and other forms of social media. It is important than public companies and companies... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/retweets-social-media-public-going-public-lawyers/

Retweets, Social Media & Being Public - Going Public Lawyers


[caption id="attachment_19753" align="aligncenter" width="1000"] Social Media is OK - Securities Lawyer 101[/caption] Posted by Brenda Hamilton Securities Lawyer It has become almost routine for public companies to use social media to interact wi...
https://www.securitieslawyer101.com/2015/retweets-social-media-public-going-public-lawyers/

Going Public Strategies

Going Public Attorney
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), Form 10 transaction, Slow Public Offering and/or a Reverse Merger.  It is critical that companies seeking public company status select the right going public attorneys for their transaction.  A skilled going public attorney can assist issuers seeking to “Go Public” without an underwriter or reverse merger by using a Direct Public Offering and obtaining their own stock ticker symbol.  This holds true for company seeking to Go Public on the NYSE, AMEX, NASDAQ, OTC Markets OTCQB, OTCQX or OTC Pink Sheets.
 
Going Public Eligibility, Listing & Requirements
 
The OTC Markets OTCQB, OTCQX and/or OTC Pink Sheets have NO asset and NO revenue requirements for going public.  Numerous small businesses go public first on either the OTC Markets OTCQB or the OTC Pink Sheets, then uplist to higher market or exchange.  Moving from private to public company status can be structured numerous ways and to determine which method is the best, a company must consider a variety of factors including the amount of capital needed, resources available, the number of shareholders it has, skills of its management  and its financial condition.
 
Some issuers interested in going public conduct a Direct Public Offering so they can begin trading on the OTC Markets OTC Pink Sheets because of the cost and management time required for Securities and Exchange Commission (SEC) reporting.  To list on the OTC Markets OTC Pink Sheets, there are NO audits or periodic SEC reports.  For companies with the required shareholder base and unrestricted securities, an OTC Pink Sheet listing is a viable solution.  A company can initially begin trading on the OTC Pink Sheets if they want to Go Public quickly and, if they choose, can trade on the OTCQB later at a later time if they qualify with minimal effort.  The OTC Pink Sheets provides many companies with an effective going public strategy.  A skilled Direct Public Offering attorney can assist the company with a direct listing on the OTC Pink Sheets.
 
Going Public Structures
 
There are a variety of ways of Going Public each with its unique benefits and risks.  One way for a company to Go Public is by conducting an Initial Public Offering with an underwriter.  Companies can also go public using a direct public offering without a underwriter.  But these are only two common structures.  There are many other methods including the Slow Public Offering and the Form 10 transactions.  Both Slow Public Offering and Form 10 transactions can be structured numerous ways.  Only a skilled Going Public attorney can assist the company in determining the most time and cost effective method.
 
Regardless of the structure, Going Public assists companies in their raising capital endeavors.  Many investors seek to become seed shareholders in Going Public transactions.  Once public, the company can transition into larger securities offerings.
We assist companies in the transition from private to public company status and in structuring their subsequent securities offering.
 
Regardless of the structure chosen for the going public transaction, the company must meet the requirements of the Financial Industry Regulatory Authority as well as the Securities and Exchange Commission.  While the SEC oversees the securities registration statement process and SEC reporting, it is FINRA that assigns ticker symbols.
 
Going Public on the OTC Markets is ideal for small companies that may not be large enough to attract an underwriter for their IPO and/or those that don't need to raise capital immediately, but instead chose to transition into public company reporting.
 
Going Public To Status to Raise Capital
 
Public companies offer investors something very few private companies can offer – an exit strategy.  Investors in companies seeking to go public have an exit strategy through the public markets upon completion of the company’s going public transaction.  Private companies may seek to go public because of the many benefits of public company status, such as increased valuation, using public stock as currency to acquire other companies and assets, liquidity, and to reduce the need for expensive venture capital and other financing terms available to private companies.
 
There is no question, it is easier to raise capital.  Once you become public it gives a company credibility and a trading price to serve as a benchmark to raise capital.
 
The securities of public companies are typically valued much higher than their private counterparts.  So, what many sophisticated CEO's and CFO's do is Go Public without simultaneously raising capital and thus receive a higher valuation and benchmark stock trading price.  Then, as a public company, the company conducts an offering providing their old and new investors with an exit strategy.
 
The Truth about Reverse Mergers and Public Shells
 
Private companies are sometimes advised to Go Public using a Reverse Merger with a Public Shell.  A Reverse Merger with a Public Shell is risky, costly and more often than not is not an effective means of obtaining legitimate public company status.  The most important reason for avoiding a Reverse Merger with a Public Shell is that Public Shell companies are more often than not vehicles for fraud and legitimate investors avoid Reverse Merger issuers like the plague.  Despite what shell purveyors may tell you, Public Shell companies do not speed up the process of Going Public.  In fact, hundreds of individuals associated with Public Shells and reverse mergers have been the subject of criminal and civil charges, including many lawyers.
 
Yes, Your Company Can Go Public
 
Many of our clients ask the question, "does my company qualify to go public?"  Any company, including foreign companies, can Go Public in the U.S. and access the capital markets.  If structured properly, companies do not have to meet asset or income requirements to Go Public.  Any company will qualify for public company status if they have the right Going Public team.
 
Once deciding to Go Public, companies should select their target going public venue such as on a stock exchange, Over-the-Counter Bulletin Board (OTCBB), OTC Markets OTCQB, OTCQX, OTC Pinks and NASDAQ.  Regardless of where you chose to list your company, we can assist with listing.
 
Learn More about Becoming a Public Company
 
We have published numerous reports, Q & A’s and newsletters addressing such topics as the going public process &  taking a company public, private placements, accredited crowdfunding, intrastate crowdfunding, public shell company rule changes, investment banking, public shell corporations, corporate finance, corporate hijackings, going public methods after the JOBS Act, stock exchanges listings and reverse mergers and acquisitions.
 
Experience & Skill Matters
 
When Going Public, you want the confidence of a firm founded by an experienced Securities Attorney with over 15 years of securities law and Going Public transactions.
We will assist your company in going public on the NASDAQ, OTC Markets OTCQX, OTCQB, or OTC Pink Sheets.  A publicly traded company is a valuable and prestigious entity that comes with benefits as well as responsibilities.  We are a leading provider of Going Public services for small and midsized companies.  
 
If you would like to learn more about how to Go Public, please contact us at info@securitieslawyer101.com and tell us about your company and its needs.
Our founder is frequently engaged as counsel to other lawyers for securities law matters including to assist them with clients wishing to go public.  Our founder has testified as a witness for the Securities & Exchange Commission and is frequently consulted as an expert by local and national media about going public and securities law.
 
For further information, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real South, Suite 202 North, Boca Raton, Florida, (561) 416-8956, or by email at info@securitieslawyer101.com.  This securities law Q&A is provided as a general informational service to clients and friends of Hamilton & Associates Law Group, P.A. and should not be construed as, and does not constitute legal advice on any specific matter, nor does this create an attorney-client relationship.  Please note that the prior results discussed herein do not guarantee similar results.
 
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Going Public Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com

Short Swing Profits Q & A By: Brenda Hamilton Securities 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 profits from trading an issuer's securities.  Thi...
https://www.securitieslawyer101.com/2015/short-swing-profits-brenda-hamilton-lawyer/

Going Public Strategies – By The Going Public Attorneys


Posted by Brenda Hamilton, Securities & Going Public Attorney 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), ...
https://www.securitieslawyer101.com/2015/going-public-strategies-going-public-attorneys/

The Going Public Attorney & Due Diligence - Going Public Attorneys


The securities laws require companies to disclose a myriad of facts during the going public process.  These expansive disclosure requirements apply to private companies going public.  During the going public process, companies must generally p...
https://www.securitieslawyer101.com/2014/going-public-lawyer-review/

The Going Public Attorney & Due Diligence - Going Public Attorneys


The securities laws require companies to disclose a myriad of facts during the going public process.  These expansive disclosure requirements apply to private companies going public.  During the going public process, companies must generally p...
https://www.securitieslawyer101.com/2014/going-public-lawyer-review/

House Considers M&A Brokers – By: Brenda Hamilton Securities Lawyer


Going Public LawyerPosted by Brenda Hamilton, Securities Lawyer On February 3, 2015, HR 686, The Small Business Mergers, Acquisitions, Sales & Brokerage Simplification Act, was introduced in the U.S. House of Representatives. HR686 mirrors HR2274. which was passed unanimously in the U.S. House of Representatives last year, although it was never acted upon in the U.S. Senate.  HR 686 exempts “Merger and Acquisition... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/house-considers-ma-brokers-brenda-hamilton-securities-lawyer/

House Considers M&A Brokers - By: Brenda Hamilton Securities Lawyer


Posted by Brenda Hamilton, Securities Lawyer On February 3, 2015, HR 686, The Small Business Mergers, Acquisitions, Sales & Brokerage Simplification Act, was introduced in the U.S. House of Representatives. HR686 mirrors HR2274. which was pas...
https://www.securitieslawyer101.com/2015/house-considers-ma-brokers-brenda-hamilton-securities-lawyer/

Accredited Crowdfunding Q & A - Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer Private placement offerings under Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) are a cost effective and relatively quick way for private companies to rai...
https://www.securitieslawyer101.com/2015/accredited-crowdfunding-going-public-lawyers/

How Does A Foreign Issuer Go Public? Going Public Attorneys


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...
http://www.gopublic101.com/foreign-issuer-go-public-going-public-attorneys/

Thursday, February 12, 2015

OTCQX Listing, Eligibility & Quotation


OTC Markets Group organizes securities into the OTCQX®, OTCQB® and OTC Pink® categories based on the level of disclosure provided and the listing fees paid by the issuer.  OTCQX Quotation of a company is considered to be the highest tier offer...
http://www.gopublic101.com/otcqx-listing-eligibility-quotation/

Roadmap For a Successful Direct Public Offering


  Preparing for a direct public offering takes both a commitment of time and money.  Unlike an initial public offering (“IPO”), a direct public offering does not involve an underwriter.  While it often, it takes a year or longer to pl...
http://www.gopublic101.com/roadmap-successful-direct-public-offering/

Accredited Crowdfunding Q & A - Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer Private placement offerings under Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) are a cost effective and relatively quick way for private companies to rai...
https://www.securitieslawyer101.com/2015/accredited-crowdfunding-going-public-lawyers/

Accredited Crowdfunding Q & A


Posted By Brenda Hamilton, Securities Lawyer Private placement offerings under Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) are a cost effective and relatively quick way for private companies to rai...
https://www.securitieslawyer101.com/2015/accredited-crowdfunding-q/

Wednesday, February 11, 2015

Direct Public Offering Attorneys


One of the most efficient ways to achieve public company status is by using a Direct Public Offering.  We will assist you with your Direct Public Offering using a registration statement. Direct Public Offerings can be structured a variety of way...
http://www.gopublic101.com/direct-public-offering-attorneys/

Caledonian Securities & Caledonian Bank Seized by Cayman Officials


Posted by Brenda Hamilton, Securities Lawyer Following an action by the Securities and Exchange Commission (the "SEC") last week, and an asset freeze order, the Cayman Islands Monetary Authority has taken control of Caledonian Bank and Caledonia...
https://www.securitieslawyer101.com/2015/caledonian-securities-caledonian-bank-seized-cayman-officials/

Caledonian Securities & Caledonian Bank Seized by Cayman Officials


Going Public LawyerPosted by Brenda Hamilton, Securities Lawyer Following an action by the Securities and Exchange Commission (the SEC ) last week, and an asset freeze order, the Cayman Islands Monetary Authority has taken control of Caledonian Bank and Caledonian Securities.  According to charges by the SEC on February 7, 2014, Caledonian, Clear Water Securities, Legacy Global Markets S.A., and Verdmont Capital S.A. functioned as... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/caledonian-securities-caledonian-bank-seized-cayman-officials/

DTC Eligibility Q & A – Going Public Attorneys


Going Public LawyerQ. What is The Depository Trust Company (“DTC”)? A. DTC is the only stock depository in the United States. Q. How do public companies obtain DTC eligibility? A. Issuers must satisfy specific criteria to receive initial DTC eligibility, and to remain DTC eligible.  Even after those securities become eligible, DTC may limit or terminate its services. Q. Why is DTC... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/dtc-eligibility-going-public-attorneys/

The Going Public Lawyer's Due Diligence Review


The securities laws require companies to disclose a myriad of facts during the going public process.  These expansive disclosure requirements apply to private companies going public.  During the going public process, companies must generally p...
http://www.gopublic101.com/going-public-lawyers-due-diligence-review/

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 can make a company reporting with the Securities and Ex...
http://www.gopublic101.com/finra-approve-going-public-transactions-going-public-attorneys/

What Is Periodic Reporting? Going Public Lawyers


Once the staff of the Securities and Exchange Commission ("SEC") declares a company's registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the registration statement is in force and the co...
http://www.gopublic101.com/periodic-reporting-going-public-lawyers/

What Is Periodic Reporting? Going Public Lawyers


Once the staff of the Securities and Exchange Commission ("SEC") declares a company's registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the registration statement is in force and the co...
http://www.gopublic101.com/periodic-reporting-going-public-lawyers/

Tuesday, February 10, 2015

What are the OTCQB Listing, Eligibility & Quotation Requirements?


Going Public LawyerOTC Markets Group (“OTC Markets”) requires companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace (“OTCQB”) have an initial and ongoing $0.01 per share minimum bid price, submit an initial OTCQB application, pay annual fees, and submit annual certifications to the OTC Markets.  Companies that do not meet all of these requirements are demoted to the OTC... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/otcqb-listing-eligibility-quotation/

DTC Eligibility Q & A - Going Public Attorneys


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 DTC eligibility? A. Issuers must satisfy specific criteria to receive initial DTC eligibility, and ...
http://www.securitieslawyer101.com/2015/dtc-eligibility-going-public-attorneys/

DTC Eligibility Q & A - Going Public Attorneys


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 DTC eligibility? A. Issuers must satisfy specific criteria to receive initial DTC eligibility, and ...
http://www.securitieslawyer101.com/2015/dtc-eligibility-going-public-attorneys/

Does FINRA Approve Going Public Transactions? Going Public Attorneys


Going Public LawyerBy 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 can make a company reporting with the Securities and Exchange Commission, it will not cause the company’s stock to trade and it will not result in a ticker symbol.  Only FINRA can... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/finra-impact-going-public-transaction-going-public-attorneys/

Monday, February 9, 2015

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 can make a company reporting with the Securities and Ex...
http://www.securitieslawyer101.com/2015/finra-impact-going-public-transaction-going-public-attorneys/

How Does FINRA Impact My Going Public Transaction? 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 can make a company reporting with the Securities and Exchange Commission, it will not...
http://www.securitieslawyer101.com/2015/finra-impact-going-public-transaction-going-public-attorneys/

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 dilutio...
https://www.securitieslawyer101.com/2015/can-i-issue-free-trading-shares-under-rule-504/

Cry Me A River - DTC Chills & Global Locks


Securities Lawyer 101 Blog 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
https://www.securitieslawyer101.com/2015/cry-river-dtc-chills-global-locks/

Medbox & The License to Swindle


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 of its colorful founder, P. Vincen...
https://www.securitieslawyer101.com/2015/medbox-license-swindle/

When Is a Form S-1? Going Public Lawyers


Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC
https://www.securitieslawyer101.com/2015/draft-form-s-1-registration-statements/

When Is a S-1 Registration Statement Confidential?


Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC
https://www.securitieslawyer101.com/2015/draft-form-s-1-registration-statements/

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 provide more transparency t...
https://www.securitieslawyer101.com/2015/can-afford-go-public-otcqb-going-public-lawyer/

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


Going Public LawyerGoing 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 provide more transparency to investors than OTC Pink Sheet companies because they file reports with the Securities and Exchange Commission (the “SEC”).... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/can-afford-go-public-otcqb-going-public-lawyer/

Sunday, February 8, 2015

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 provide more transparency t...
http://www.securitieslawyer101.com/2015/can-afford-go-public-otcqb-going-public-lawyer/

Friday, February 6, 2015

Can a Draft Form S-1 Registration Statement Be Confidential?


Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC
http://www.securitieslawyer101.com/2015/draft-registration-statements/

What Is Periodic Reporting? Going Public Lawyers


Once the staff of the Securities and Exchange Commission ("SEC") declares a company's registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the registration statement is in force and the co...
http://www.securitieslawyer101.com/2015/sec-periodic-reporting-obligations/

What Is Periodic Reporting? Going Public Lawyers


Once the staff of the Securities and Exchange Commission ("SEC") declares a company's registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the registration statement is in force and the co...
http://www.securitieslawyer101.com/2014/sec-periodic-reporting-obligations/

DTC Eligibility Q & A - Going Public Attorneys


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 DTC eligibility? A. Issuers must satisfy specific criteria to receive initial DTC eligibili...
http://www.securitieslawyer101.com/2015/dtc-eligibility-going-public-attorneys/

DTC Eligibility Q & A - Going Public Attorneys


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 DTC eligibility? A. Issuers must satisfy specific criteria to receive initial DTC eligibili...
http://www.securitieslawyer101.com/2015/dtc-eligibility-going-public-attorneys/

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. Oppenheime...
http://www.securitieslawyer101.com/2015/sec-charges-oppenheimer-penny-stock-sales/

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


Going public requirements vary for companies seeking to be quoted on the OTC Markets OTC Pink and the OTCQB marketplace.  The biggest difference is that most of the time (but not always) OTCQB companies provide more transparency to investors than ...
http://www.securitieslawyer101.com/2015/can-afford-go-public-otcqb-going-public-lawyer/

SEC Suspends Modern PVC (MPVC) – Securities Lawyer 101


On February 6, 2015, the U.S. Securities and Exchange Commission (the “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 ...
http://www.securitieslawyer101.com/2015/sec-suspends-modern-pvc-mpvc-securities-lawyer-101/

Thursday, February 5, 2015

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. Oppenheime...
http://www.securitieslawyer101.com/2015/sec-charges-oppenheimer-penny-stock-sales/

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. Oppenheime...
http://www.securitieslawyer101.com/2015/sec-charges-oppenheimer-penny-stock-sales/

SEC Charges Three in Penny Stock Scam


Last week, the Securities and Exchange Commission (the "SEC") charged International Capital Group (“ICG”) and certain of its founders and executives in connection with the sale of more than nine billion shares of penny stocks issued through ...
http://www.securitieslawyer101.com/2015/sec-charges-three-penny-stock-scam/

SEC Issues Investor Alert on Cybersecurity


On February 3, 2015, the Securities and Exchange Commission (the "SEC") addressed cybersecurity at brokerage and advisory firms and provide suggestions to investors on ways to protect their online investment accounts. “Cybersecurity threats know...
http://www.securitieslawyer101.com/2015/sec-issues-investor-alert-cybersecurity/

Medbox & The License to Swindle


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 of its colorful founder, P. Vincen...
http://www.securitieslawyer101.com/2015/medbox-license-swindle/

Wednesday, February 4, 2015

Medbox & The License to Swindle


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 of its colorful founder, P. Vincen...
http://www.securitieslawyer101.com/2015/medbox-license-swindle/

Medbox & The License to Swindle


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 of its colorful founder, P. Vincen...
http://www.securitieslawyer101.com/2015/medbox-license-swindle/

Roadmap For a Successful Direct Public Offering


Preparing for a direct public offering takes both a commitment of time and money.  Unlike an initial public offering (“IPO”), a direct public offering does not involve an underwriter.  While it often, it takes a year or longer to plan for and...
http://www.securitieslawyer101.com/2015/roadmap-successful-direct-public-offering/