Rule 144 Checklist l Securities Lawyer 101 l Going Public Blog
The Securities Act of 1933, as amended (the “Securities Act”) requires the sale of a security to be registered under the Securities Act, unless the security or transaction qualifies for an exemption...
View ArticleThe Form 144 Notice Requirement
Rule 144 requires that a “Notice of Sale” on Form 144 be filed by any person for whose account the securities are being sold if the person is an affiliate at the time of sale, or was an affiliate...
View ArticleRestrictive Legends 101
The Securities Act of 1933, as amended (the “Securities Act”) does not require that issuers place restrictive legends (“Restrictive Legends”) on certificates representing restricted securities. It...
View ArticleRule 144′s Current Public Information Requirement
Rule 144 of the Securities Act provides a safe harbor from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for resales of restricted and control...
View ArticleConvertible Securities 101
A “convertible security” is often structured as a note, preferred stock, or a wraparound agreement that results in the conversion of the debt obligation into common stock. The holder of the convertible...
View ArticleRule 504 l OTC Pink Sheet Offering Cheat Sheet
Rule 504 of Regulation D is a transactional exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for non-reporting companies when they offer and...
View ArticleRule 504 l OTC Pink Sheet Offerings
Rule 504 of Regulation D is a transactional exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for non-reporting companies when they offer and...
View ArticleRule 144’s Adequate Current Public Information Requirement
Rule 144(c) of the Securities Act of 1933, as amended (the “Securities Act”) requires that stockholders of public companies relying upon Rule 144 satisfy its adequate current public information...
View ArticlePink Sheets Direct Listings l Using Rule 15c2-11 in Going Public Transactions
Private companies seeking to go public are opting to list on the OTCMarkets OTC Pink Current tier. Companies seeking to public company status can list on the OTC Pink Current tier without filing a...
View ArticleSEC Updates Compliance & Disclosure Interpretations l Rule 144 Series l Ask...
On May 16, 2013, the SEC updated its Compliance and Disclosure Interpretations. The SEC’s publication contains its interpretations of the rules adopted under the Securities Act of 1933, as amended...
View ArticleChasing Jean Pierre l Securities Lawyer 101
OTCMarkets’ Pink Current Information tier, signifying adequate information in the public domain under Rule 144(c)(2) of the Securities Act of 1933 and Rule 15c-211 of the Securities Exchange Act. This...
View ArticleForm S-1 l Direct Public Offerings l Securities Lawyer 101
Many private companies are unable to locate an underwriter prior to going public. A direct public offering (“Direct Public Offering”) provides a viable solution to this dilema. A Direct Public...
View ArticleStock Scalping l Securities Lawyer 101
Stock scalping refers to the illegal and deceptive practice of recommending that others purchase a security while secretly selling the same security. In recent years, the SEC and Justice Department...
View ArticleTransfer Agent Roles in the Going Public Process
Transfer agents play a key role in the going public process. Transfer agents are the record keeper for a company’s securities when it goes public. Share ownership is reflected on the issuer’s...
View ArticleLegal Opinions l Securities Lawyer 101
Securities Lawyer 101 Blog In the penny stock markets it has become almost common practice for restricted stockholders to attorney shop for legal opinion writers so that they can receive unrestricted...
View ArticleDTC Becomes Reverse Merger Watchdog Using DTC Chills & Global Locks
Securities Lawyer 101 Blog The Depository Trust Company is a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”), and is the central securities depository in the U.S. The SEC, the...
View ArticleRule 504 of Regulation D Question & Answer
What Is Rule 504? Rule 504 of Regulation D is a transactional exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) for certain companies when they...
View ArticleSolutions for DTC Chills & Global Locks
The Depository Trust and Clear Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company...
View ArticleDead Stock Walking l China Based Reverse Mergers l Securities Lawyer 101
Securities Lawyer 101 Blog Since 2010, allegations of securities fraud involving Chinese reverse merger companies have mounted. By December 31 2012, the auditors of at least 67 China-based U.S. public...
View ArticleSEC Suspends Trading in the Securities of Norstra Energy
Securities Lawyer 101 Blog On June 26, 2013, the Securities and Exchange Commission (“SEC”) suspended trading in the stock of Norstra Energy, Inc. (NORX). This was the second trading suspension for...
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