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  • KYLIANNE HARLEY

    Ask Securities Lawyer 101 l Form 12b-25 Q & A

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    Thu Aug 30 15:50:54 CEST 2018

    Securities Lawyer 101 Blog Accelerated filers, non-accelerated filers and smaller reporting companies occasionally have difficulty meeting the Securities and Exchange Commission’s (“SEC”) reporting due dates. Rule 12b-25 adopted by the SEC under the Securities Exchange Act of 1934, provides an extension of the SEC’s reporting due dates. This blog post contains common questions and our responses to common questions we receive about Rule 12b-25 and extensions of filing due dates of periodic...


  • KYLIANNE HARLEY

    SEC Registration Statements And Direct Public Offerings Q & A

    (Link)

    Thu Aug 30 14:55:17 CEST 2018

    SEC registration statements are the most efficient and reliable method for a private company to obtain public company status. Using a registration statement, companies provide transparency to investors and avoid the risks of reverse merger transactions. This blog post addresses some of the most common questions we are asked about SEC registration statements and and the going pubic process. Q. How does a company register a securities offering with the Securities and Exchange Commission (“SEC...


  • KYLIANNE HARLEY

    The Role of The Going Public Attorney – Securities Lawyer 101

    (Link)

    Thu Aug 30 14:49:47 CEST 2018

    The role of the going public attorney is one of the most important in the going public process. The going public attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for over 15 years. A skilled OTC Markets going public attorney can design and implement the going public structure most beneficial to your company without the risks associated with reverse merger transactions. We have represented more than 300 market participants in secu...


  • KYLIANNE HARLEY

    The Role of The Going Public Attorney – Securities Lawyer 101

    (Link)

    Thu Aug 30 14:43:52 CEST 2018

    The role of the going public attorney is one of the most important in the going public process. The going public attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for over 15 years. A skilled OTC Markets going public attorney can design and implement the going public structure most beneficial to your company without the risks associated with reverse merger transactions. We have represented more than 300 market participants in secu...


  • KYLIANNE HARLEY

    Schedule 14-A Lawyers

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    Wed Aug 29 17:47:51 CEST 2018

    Securities Lawyer 101 Blog Schedule 14-A contains the SEC’s proxy rules. Public companies hold a stockholders’ meeting annually and hold special meetings to vote on special corporate actions such as name changes and mergers. Shareholder voting on takes place either in person or by proxy. Proxy solicitation is governed by a number of rules and regulations including: (i) state corporate law; (ii) stock exchange listing requirements; (iii) SEC proxy rules; and (iv) the issuers’ articles and b...


  • KYLIANNE HARLEY

    SEC Says Social Media OK – Going Public Attorneys

    (Link)

    Wed Aug 29 17:46:52 CEST 2018

    The use of social media is a growing concern with new exemptions that allow issuers to engage in general solicitation and advertising of their unregistered offerings. The Securities and Exchange Commission has made its position on the use of social media sites like Facebook and Twitter by public companies clear. The SEC has stated that social media may be used to report key information in compliance with Regulation Fair Disclosure (Regulation FD), as long as investors are alerted to the specific...


  • KYLIANNE HARLEY

    What Is a Secondary Registration Statement?

    (Link)

    Wed Aug 29 17:45:13 CEST 2018

    Going public transactions can be structured a variety of ways. Many going public transactions involve the filing of a secondary registration statement with the Securities and Exchange Commission (“SEC”) registering shares held by existing stockholders so that the issuer can meet FINRA’s requirements. https://www.securitieslawyer101.com/ wp-includes/js/tinymce/plugins/wordpress/img/trans.gif This type of offering is known as a secondary offering or secondary registration statement. In a secon...


  • KYLIANNE HARLEY

    Can I Use Rule 504 to Issue Free Trading Stock? Securities Lawyer 101

    (Link)

    Wed Aug 29 17:39:02 CEST 2018

    Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $1,000,000 of their securities in any 12-month period. A company can use the Rule 504 exemption so long as it is not a blank check company and is not obligated to file reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Also, the exemption generally does not allow companies to solicit or adver...


  • KYLIANNE HARLEY

    What is Form 211? Going Public Attorneys

    (Link)

    Wed Aug 29 17:38:03 CEST 2018

    The Financial Industry Regulatory Authority (“FINRA”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) a proposed rule change that will impact Form 211 filings in going public transactions. The proposals seek to amend FINRA Rule 6432 to require sponsoring market makers submitting Form 211 filings to certify that “neither the member nor persons associated with the member have accepted or will accept any payment or other consideration prohibited by FINRA Rule 5250” FIN...


  • KYLIANNE HARLEY

    Reverse Mergers 101 – Going Public Attorneys

    (Link)

    Wed Aug 29 17:33:57 CEST 2018

    Traditionally, private companies become publicly traded filing a registration statement under the Securities Act of 1933, as amended. Another established method for private companies go public is through a Reverse Merger (“Reverse Merger”) with a public shell company. The general perception in the securities industry among regulators is that Reverse Mergers are used as vehicles for fraud either by stock promoters or others including lawyers who manufacture them. Securities issued in Reverse M...


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