What Causes a DTC Chill? Going Public Lawyers

The Depository Trust and Clearing Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”) was created to improve efficiencies and reduce risk in the clearance and settlement… Read More

SEC Registration & the Emerging Growth Company

Emerging Growth Company

The JOBS Act makes it easier for issuers who qualify as an emerging growth company to go public direct by exempting them from certain federal securities regulations, by reducing certain SEC reporting requirements. The JOBS Act creates a new… Read More

The Securities Exchange Act of 1934

The Securities Exchange Act of 1934 (the “Exchange Act”) grants broad authority to the Securities and Exchange Commission (“SEC”) to oversee the securities industry. The SEC’s authority includes the power to register, regulate, and overseebrokerage firms, transfer agents, and… Read More

What Is a Transfer Agent ? Going Public Lawyers

A shareholder of any company can own securities and transfer the ownership of those securities. Their ownership is reflected on the issuer’s shareholder list. A transfer agent’s role is to issue and cancel certificates to reflect changes in ownership of… Read More

Crowdfunding And The JOBS Act

On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), into law. The JOBS Act is comprised of a number of smaller bills that reduce the regulatory burdens confronting emerging companies in… Read More

What Is An Emerging Growth Company?

On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”) into law.  Title I of the JOBS Act, which became operative as soon as the JOBS Act was signed into law, amends… Read More

Rule 144 l The Reverse Merger Blacklist

Traditionally, private companies go public by registering an offering under the Securities Act of 1933, as amended (the “Securities Act”).  Another way for private companies to go public is through a Reverse Merger (“Reverse Merger”) with a publicly… Read More

How To Use a Registration Statement When Going Public

Private companies going public with a registration statement (“Registration Statement”) under the Securities Act of 1933, as amended (the Securities Act”). When  a Registration Statement is used, the company files it with the SEC, typically on Form S-1 registering… Read More

What Is The Section 4(1) Exemption?

Rule 144 (“SEC Rule 144”) under the Securities Act of 1933 (“Securities Act”) provides a safe harbor from the registration provisions of the Securities Act for resales of restricted and control securities by persons other than the issuer… Read More

SEC Registration Statements In Going Public Transactions

Going public is a big step for any company.   The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers… Read More

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