Business Development Companies (BDC’s) Examined
Venture capital funds have traditionally been available only to institutions and wealthy individuals through private placements. Concerns about the possible applicability of the Investment Company Act...
View ArticleInvestor Relations (IR) Firms and Disclosures Examined
Many companies offer Investor Relations (“IR”) services to public companies and related marketing services. Such services generally will include assistance in the preparation and dissemination of press...
View ArticleFive Benefits of Going Public by Reverse Merger with a Public Shell
1. A Limited Operating History Does Not Prevent a Company From Going Public by Reverse Merger Whereas it is essential for Companies to possess a substantial operational history in order to launch an...
View ArticleGoing Public Transactions For Smaller Companies: Direct Public Offering And...
Introduction One of the largest areas of my firms practice involves going public transactions. I have written extensively on the various going public methods, including IPO/DPOs and reverse mergers....
View ArticleOTC Markets Quotation Levels, Listing Requirements, and Comprehensive Pubco...
The OTC Markets divide issuers into three (3) levels of quotation marketplaces: OTCQX, OTCQB and OTC Pink. The OTC Pink, which involves the highest-risk, highly speculative securities, is further...
View ArticleOTC Markets Amends Listing Standards For OTCQB To Include Regulation A+ Issuers
OTC Markets has unveiled changes to the quotations rule and standards for the OTCQB, which changes become effective July 10, 2015. The OTC Markets rule amendments will allow a company to use its...
View ArticleSEC Attorney
Our experienced team of SEC attorneys creates and institutes innovative strategic legal plans to solve unique management and ownership issues. They are problem solvers. These highly motivated partners...
View ArticleRegulation A+ IPO or Mini-IPO
Introduction A recent article in the Wall Street Journal by Ruth Simon revealed that, “Roughly a year after the passage of new rules making it easier for fledgling businesses to tap U.S. capital...
View ArticleAn Introduction To Distributed Ledger Technology (Blockchain Technology)
Overview of Distributed Ledger Technology (Blockchain Technology) DLT involves a distributed database maintained over a network of computers where information can be added by the network participants....
View ArticleSEC Issues Report on Initial Coin Offerings (ICO’s)
On July 25, 2017, the SEC issued a report on an investigation related to an initial coin offering (ICO) by the DAO and statements by the Divisions of Corporation Finance and Enforcement related to the...
View ArticleFlorida Securities Attorney Laura Anthony Agrees with Two Federal Agencies:...
While distributed ledger technology (DLT) and cryptocurrencies like Bitcoin represent exciting developments for the securities and investment marketplace, Florida attorney Laura Anthony agrees with two...
View ArticleWest Palm Beach Securities Attorney Laura Anthony Provides Insights into...
As the cryptocurrency market continues to expand and evolve, so do some very common questions surrounding it. Do Bitcoins or cryptocurrencies qualify as commodities? If they’re used for investment...
View ArticleSEC Issues New C&DI Clarifying The Use Of Form S-3 By Smaller Reporting...
The SEC has been issuing a slew of new Compliance and Disclosure Interpretations (“C&DI”) on numerous topics in the past few months. I will cover each of these new C&DI in a series of blogs...
View ArticleThe CFTC, SEC And Cryptocurrencies
The SEC and U.S. Commodity Futures Trading Commission (CFTC) have been actively policing the crypto or virtual currency space. Both regulators have filed multiple enforcement actions against companies...
View ArticleSEC Commissioner Piwowar Speaks On The IPO Market
On May 16, 2017, SEC Commissioner Michael Piwowar gave the opening remarks to the SEC-NYU Dialogue on Securities Market Regulation. The focus of the SEC-NYU Dialogue was the current state of and...
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Regulation A+ Continues To Grow
The new Regulation A/A+, which went into effect on June 19, 2015, is now three years old and continues to develop and gain market acceptance. In addition to ongoing guidance from the SEC, the...
View ArticleGoing Public Without An IPO
On April 3, 2018, Spotify made a big board splash by debuting on the NYSE without an IPO. Instead, Spotify filed a resale registration statement registering the securities already held by its existing...
View ArticleDirect Public Listings
Direct Public Listings- Where a broker-dealer assists in a pre-direct listing the private placement, the commission for the private offering may be slightly higher than the commissions in a public...
View ArticleOTC Markets Issues Comment Letters On FINRA Rules 6432 And 5250; The 15c2-11...
January 8, 2018, OTC Markets Group, Inc. (“OTC Markets”) submitted a comment letter to FINRA related to FINRA Rule 6432. Rule 6432 requires that a market maker or broker-dealer have the information...
View ArticleThe CFTC And Cryptocurrencies
The SEC and U.S. Commodity Futures Trading Commission (CFTC) have been actively policing the crypto or virtual currency space. Both regulators have filed multiple enforcement actions against companies...
View ArticleStructuring The Private Placement Investment- Development Stage Or Start Up...
The question: As the economy has been gaining strength, so have the number of entrepreneurs seeking private equity investments through pre-packaged structured private placement offerings, and...
View ArticleSEC Issues Guidance On General Solicitation And Advertising In Regulation D...
Effective September, 2013, the SEC adopted final rules eliminating the prohibition against general solicitation and advertising in Rules 506 and 144A offerings as required by Title II of the JOBS Act....
View ArticleState Blue Sky Concerns; Florida and New York
I have often written about state blue sky compliance and issues in completing offerings that do not pre-empt state law, including Tier 1 of Regulation A+ and initial or direct public offerings on Form...
View ArticlePenny Stock Rules And Broker Dealers
In last week’s blog regarding FINRA’s request to eliminate the OTC Bulletin Board quotation service (OTCBB) and to adopt rules relating to the quotation requirements for OTC equity services by...
View ArticleSEC Proposes Rules To Modernize And Simplify Disclosures
On October 11, 2017, as part of the ongoing SEC Disclosure Effectiveness Initiative, the SEC published proposed rule amendments to modernize and simplify disclosure requirements for public companies,...
View ArticleSEC Issues C&DI On Use Of Non-GAAP Measures
On October 17, 2017, the SEC issued two new Compliance & Disclosure Interpretations (C&DI) related to the use of non-GAAP financial measures by public companies. The SEC permits companies to...
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SEC Completes Inflation Adjustment Under Titles I And III Of The Jobs Act;...
On March 31, 2017, the SEC adopted several technical amendments to rules and forms under both the Securities Act of 1933 (“Securities Act”) and Securities Exchange Act of 1934 (“Exchange Act”) to...
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The OTCQB Has Added Additional Quantitative Listing Standards
On May 20, 2018, the OTC Markets Group published the OTCQB Standards version 3.0 incorporating amendments to the OTCQB initial and ongoing listing standards to add further quantitative shareholder and...
View ArticleWyoming’s Blockchain Legislation
Wyoming continues to position itself as a business-friendly state most recently by passing groundbreaking blockchain legislation defining cryptocurrency coins or tokens as a whole new asset class...
View ArticleSEC and NASAA Statements on ICOs and More Enforcement Proceedings
The message from the SEC is very clear: participants in initial coin offerings (ICO’s) and cryptocurrencies in general need to comply with the federal securities laws or they will be the subject of...
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