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

Industry Guide 7 l Mining Company Disclosures

In their SEC filings, in addition to the disclosures required by Regulation S-K and 20F, mining issuers must include the disclosures required by Industry Guide 7. All U.S mining companies that are SEC filers are required to report under… Read More

Accredited Investor Status | Going Public Lawyers

Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), sets forth a safe harbor from the registration requirements of the Securities Act for certain private placements of securities. In connection with these exemptions, offerings… 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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