Bad Actor Rule Becomes Effective

26th June 2015
Companies seeking to raise capital through the sale of securities must either register the securities offering with the SEC or rely on an exemption from registration. Rule 506 of Regulation D is the most widely-used exemption from registration. In 2010... Read >

The Laws That Impact The Securities Markets

25th June 2015
In the wake of the stock market crash of 1929, Congress decided that something needed to be done to rein in our unregulated capital markets, with a view to preventing another similar disaster. The first laws passed were contained in the Securities Act of ... Read >

Rule 144 Non-Affiliate Question And Answer

25th June 2015
What is Section 5 of the Securities Act of 1933? Section 5 of the Securities Act states that all offers and sales of securities must be registered under the Securities Act or exempt from the registration requirements. What is the "safe harbor" of Ru... Read >

Rule 506 Of Regulation D

25th June 2015
To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), or must offer and sell the securities pursuant to an exemption from the registrat... Read >

Promissory Notes 101

18th June 2015
Private companies going public seek to raise capital for a variety of reasons. This capital may be sought from the sale of equity ownership of the corporate entity or debt such as a loan. Frequently, loans are considered to be securities and as such, are ... Read >

Smaller Reporting Company Status in Going Public Transactions

18th June 2015
The federal securities laws establish different levels of disclosure and reporting requirements under the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), depending upon th... Read >

SEC Suspends Trading in the Securities of Polar Petroleum Corp.

17th June 2015
On On June 10, 2013, the Securities and Exchange Commission (the "SEC") suspended trading in the securities of Polar Petroleum Corp. (POLR), a company quoted on the OTCMarkets OTCQB tier. The suspension was issued pursuant to Section 12(k) of the Securiti... Read >

Rule 506 - Not for Bad Actors Anymore

17th June 2015
On July 10, 2013, the Securities and Exchange Commission (the "SEC" or "Commission") adopted amendments to rules promulgated under Regulation D of the Securities Act of 1933, as amended (the "Securities Act") to implement Section 926 of the Dodd-Frank Wal... Read >

Going Public On The OTCMarkets Pink Sheets

17th June 2015
Many private companies that go public are opting for the listing on the OTCMarket's Pink Sheets due to the increased costs and more stringent regulations associated with Securities and Exchange Commission ("SEC") reporting. Rule 15c2-11 ("SEC Rule 15c2-11... Read >

Stock Scalping

08th April 2015
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 have brought an increasing number of cases alleging secu... Read >

Requirements of Form D

08th April 2015
The most common exemptions used by companies to sell stock prior to going public are those found in Regulation D of the Securities Act. Many private companies going public do not realize that a filing with the SEC is required even for offerings to initial... Read >

FINRA Rule 6490 And SEC Registration Statements on Form S-1

08th April 2015
FINRA Rule 6490, has evolved since it was enacted over two years ago. For some time, FINRA has required that issuers provide expansive disclosures and supporting documentation not only for the corporate change subject to the notice but for the company's e... Read >

OTC Pink Sheets 101

08th April 2015
OTCMarkets Group operates the world's largest electronic inter-dealer quotation system for broker-dealers to trade unlisted securities. The OTCMarkets Group categorizes issuers into three tiers to fit the wide spectrum of OTC issuers. The OTC Pink Tier... Read >

Direct Public Offerings

08th April 2015
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 Offering allows a company to publicly offer and sell unrestric... Read >

SEC Investigations 101

08th April 2015
Securities and Exchange Commission (the "SEC") investigations can result from a variety of factors including from the SEC's review of a public company's SEC reports and schedules, routine inspections of persons or entities regulated by the SEC such as cle... Read >