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Registration Statements Pursuant to the Securities Exchange Act of 1934 All public companies whose securities are registered on a national securities exchange, and generally issuers  whose assets exceed $10,000,000 with a class of equity securities held by 500 or mor...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
SEC Trading Suspensions 101– 2012 Year End Update SEC Trading Suspensions 101 The Securities Exchange Act of 1934 authorizes the Securities and Exchange Commission (the “SEC”) to issue a trading suspension for up to ten business days. ...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
SEC Tips   The SEC’s receipt of information from the public, including tips and complaints, is primarily accomplished through the SEC’s online form located at  www.sec.gov/...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
Form 10 Shells & Reverse Mergers Issuers seeking to raise capital often attempt to go public using a reverse merger with a public shell. Blank check companies that file Form 10 Registration Statements (“Form 10 Shells&rdqu...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
NASDAQ and NYSE Propose Amendments to Corporate Governance Listing Standards Section 952 of the Dodd-Frank Act added Section 10C to the Securities Exchange Act of 1934, as amended (the “1934 Act”). Section 10C requires that the SEC adopt new rules di...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
SEC Registration Process   SEC Review & Comment Process The Securities and Exchange Commission (the “SEC”) oversees the securities laws and is the key regulator of securities offerings and securities pr...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
SEC & FINRA Amend Rule 2711 On April 5, 2012, the JOBS Act was signed into law to facilitate capital formation for “Emerging Growth Companies” by improving the information flow about Emerging Growth Companies to ...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
SEC Reporting 101 An issuer with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934  must file periodic reports with the Securities and Excha...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
Form D Question and Answer   The most common exemption for companies prior to the going public process are the exemptions promulgated under Section 4(2) of the Securities Act and Regulation D of the Securities Ac...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
Rule 504 of Regulation D Question & Answer Guide   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 “Securities Act”) for...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
SEC Registration & Emerging Growth Companies   The JOBS Act makes it easier for issuers who qualify as emerging growth companies to go public direct by exempting them from certain federal securities regulations, including certai...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
The SEC Issues Investor Bulletin About Reverse Merger Risks On June 9, 2011, the Securities and Exchange Commission (the “SEC”) issued an Investor Bulletin (the “Bulletin”) cautioning the public about the risks of issuers that ent...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
SEC Charges Securities Lawyer Cameron Linton Securities Lawyers Gone Wild Series On September 14, 2012, the Securities and Exchange SEC(“Commission”) announced today that the United States District Court for the Middle District of F...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
Spin-Offs 101 A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes shares of its subsidiary (“Subsidiary”) to the Parent’s shareh...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
Rule 504 Rule 504 (“Rule 504”) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the registration requirements of the fed...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
SEC Proposes New Rules Regarding General Solicitation and Advertising in Rule 506 Offerings On August 12, 2012, the SEC proposed amendments to Rule 506 of Regulation D of the Securities Act of 1933, as amended (“Regulation D”) that would allow issuers to use general solicitation ...more
Created By: Brenda Hamilton
Created: Mar 27, 2013
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