Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Friday, February 13, 2015

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

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