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    Topic search: Laws

  • 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

    Rule 506 Offering Requirements – Rule 506 Attorneys

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    Thu Aug 30 15:42:56 CEST 2018

    Rule 506 Is Amended Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). It has been approximately a year since the Securities and Exchange Commission (the “SEC”) adopted new criteria for Rule 506 offerings. Under the new rules for Rule 506 Offerings, issuers may use general solicitation and advertising in their securities offerings if certain conditions are met. The SEC’s new rules also...


  • KYLIANNE HARLEY

    How Do I Resell Restricted Stock ? l Securities Lawyer 101

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    Thu Aug 30 15:41:44 CEST 2018

    Securities Lawyer 101 Blog It has become routine for public companies and private companies going public to mark their stock certificates with “Restrictive Legends”. Generally, restrictive stock legends state that the securities represented by the stock certificate are not covered by a registration statement under the Securities Act of 1933, as amended (“Securities Act”) and may not be resold unless an exemption from registration is available. These Legends provide notice to investors t...


  • KYLIANNE HARLEY

    What is a Wells Notice ? Securities Lawyer 101

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    Thu Aug 30 14:51:31 CEST 2018

    Securities Lawyer 101 Blog After the staff of the Securities and Exchange Commission (“SEC”) Division of Enforcement staff has completed its investigation, it may send a notice (“Wells Notice”) to the party being investigated notifying them that it intends to recommend an SEC enforcement action. Under SEC Rules, in response to a Wells Notice, the recipient is entitled to reply by providing a “Wells Submission”. A Wells Submission presents facts and arguments to persuade the SEC’s staff to n...


  • KYLIANNE HARLEY

    Tweeting Your Regulation A+ Offering – Going Public Attorneys

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    Thu Aug 30 14:50:40 CEST 2018

    SEC Provides Guidance For Twitter In Regulation A+ Offerings- Testing the Waters On June 19, 2015, new rules expanding Regulation A became effective. The expanded rules are commonly known as Regulation A+. The new rules which were promulgated under the Jumpstart Our Business Startups Act (JOBS Act), create two Tiers of exempt offerings, both of which allow securities to be offered and sold to the general public. Tier 1 offerings allow the issuer to offer and sell up to $20 million in a 12-mo...


  • KYLIANNE HARLEY

    What Rules Apply to Investor Relations Activity?

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    Thu Aug 30 14:47:49 CEST 2018

    Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and trading volume. The person who publishes this information is sometimes referred to as a “Stock Promoter”. Stock Promoters engaged in investor relations use spam email, internet, direct mail newsletters, stock websites, press releases and phone rooms to increase stocks trading volume and price. While investor relations activities are not per se illegal, Stock Pr...


  • KYLIANNE HARLEY

    Is Stock Scalping Illegal? l Securities Lawyer 101

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    Thu Aug 30 14:46:52 CEST 2018

    Securities Lawyer 101 Blog 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 Securities and Exchange Commission (the “SEC”) and Justice Department have brought an increasing number of cases alleging securities violations for stock scalping activity. Stock Promotion entails the dissemination of information about a publicly traded company intended to increase its stock pric...


  • KYLIANNE HARLEY

    Spam 101 l Securities Lawyer 101 Blog

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    Thu Aug 30 14:45:34 CEST 2018

    Securities Lawyer 101 Blog Spam is unsolicited information–usually cast in the form of an advertisement–that is sent to a large number of recipients electronically. Spam may take the form of an email or a series of message board postings. The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”) addresses commercial email. Commercial email is defined as “any electronic mail message the primary purpose of which is the commercial advertisement or p...


  • KYLIANNE HARLEY

    What Is SEC Schedule 14-C? Going Public Lawyers

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    Thu Aug 30 14:42:38 CEST 2018

    Securities Lawyer 101 Blog A Schedule 14-C attorney prepares a proxy statement when a public company holds its stockholders’ meeting each year and when the issuer holds special meetings to vote on corporate actions such as name changes and mergers. Other times, public companies take action by the written consent of the issuer’s shareholders. Schedule 14-C sets forth the requirements for SEC reporting companies whose shareholders approve an action by written consent. This requires that the sto...


  • 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...


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