Proposed 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 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 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 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 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 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 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 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 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 ArticleConcurrent 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...
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