Concurrent Public and Private Offerings
Background Conducting concurrent private and public offerings has historically been very tricky and limited, mainly as a result of the SEC’s position that the filing of an S-1 registration statement...
View ArticleThe NASDAQ Private Market
On Wednesday, March 6, 2013, NASDAQ surprised the small-cap and investment community when it announced it is acquiring Sharepost’s private company market place (PCMP) exchange and rebranding it. On...
View ArticleGuide to Reverse Merger Transaction
What is a reverse merger? What is the process? A reverse merger is the most common alternative to an initial public offering (IPO) or direct public offering (DPO) for a company seeking to go public....
View ArticleCrowdfunding Using Intrastate Offerings And Rule 147 – Is Florida Next?
As required by Title III of the JOBS Act, on October 23, 2013, the SEC published proposed crowdfunding rules. The SEC has dubbed the new rules “Regulation Crowdfunding.” The entire 584-page text of...
View ArticleThe SEC Establishes Key Exemption to the Broker-Dealer Registration...
On January 31, 2014, the SEC Division of Trading and Markets issued a no-action letter in favor of entities effecting securities transactions in connection with the sale of equity control of private...
View ArticleA Basic Overview of Rule 144
The Securities Act of 1933 (“Securities Act”) Rule 144 sets forth certain requirements for the use of Section 4(1) for the resale of securities. Section 4(1) of the Securities Act provides an...
View ArticleSEC Files Proceedings Against 19 S-1 Companies And Suspends Trading On 255...
A. S-1 Proceedings On February 3, 2014, the SEC initiated administrative proceedings against 19 companies that had filed S-1 registration statements. The 19 registration statements were all filed...
View ArticleDTC Has Published Proposed Rules Related To Chills And Locks
Background On October 8, 2013, I published a blog and white paper providing background and information on the Depository Trust Company (“DTC”) eligibility, chills and locks and the DTC’s then plans to...
View ArticleDirect Public Offering Or Reverse Merger; Know Your Best Option For Going Public
Introduction For at least the last twelve months, I have received calls daily from companies wanting to go public. This interest in going public transactions signifies a big change from the few years...
View ArticleProposed Crowdfunding Rules – Part IV
As required by Title III of the JOBS Act, on October 23, 2013, the SEC published proposed crowdfunding rules. The SEC has dubbed the new rules “Regulation Crowdfunding.” The entire text of the rule...
View ArticleThe DPO Process Including Form S-1 Registration Statement Requirements
One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as...
View ArticleSEC Guidance on Rules Disqualifying Bad Actors from Participating in Rule 506...
On December 4, 2013, the SEC updated its Compliance and Disclosure Interpretations (“C&DI’s”) including new guidance on the rules disqualifying bad actors from participating in Rule 506 offerings....
View ArticleProposed Crowdfunding Rules – Part III
As required by Title III of the JOBS Act, on October 23, 2013, the SEC has published proposed crowdfunding rules. The SEC has dubbed the new rules “Regulation Crowdfunding.” The entire text of the...
View ArticleProposed Crowdfunding Rules – Part II
As required by Title III of the JOBS Act, on October 23, 2013, the SEC has published proposed crowdfunding rules. The SEC has dubbed the new rules “Regulation Crowdfunding.” The entire text of the...
View ArticleProposed Crowdfunding Rules – Part I
As required by Title III of the JOBS Act, on October 23, 2013, the SEC has published proposed crowdfunding rules. The SEC has dubbed the new rules “Regulation Crowdfunding.” The entire text of the...
View ArticleMergers and Acquisitions; Merger Documents Outlined
An Outline Of the Transaction The Confidentiality Agreement Generally the first step in an M&A deal is executing a confidentiality agreement and letter of intent. These documents can be combined...
View ArticleBoard Of Directors Obligations As Applied To Mergers And Acquisitions
State corporate law generally provides that the business and affairs of a corporation shall be managed under the direction of its board of directors. Members of the board of directors have a fiduciary...
View ArticleHow To Complete An Unregistered Spin-Off
A spin-off is when a parent company distributes shares of a subsidiary to the parent company’s shareholders such that the subsidiary separates from the parent and is no longer a subsidiary. The...
View ArticleOTC Markets Comments On Proposed SEC Rules Regarding Amendments to Regulation...
On July 10, 2013, the SEC issued proposed rules further amending Regulation D, Form D and Rule 156. On September 23, 2013 the OTC Markets Group published a letter responding to the SEC’s request for...
View ArticleDTC Unveils Procedures and Plans for a Rule Change That Applies to Issuers...
Background Back in October and November of 2011, I wrote a series of blogs regarding DTC eligibility for OTC (over-the-counter) Issuers. A key eligibility criterion is that the securities that were...
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