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  • KYLIANNE HARLEY

    Confidential Submission of Draft SEC Registration Statements

    (Link)

    Thu Aug 30 15:54:22 CEST 2018

    Draft registration statements may be submitted to the SEC if certain conditions are present. The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis. This blog posts addresses the common questions we receive about confidential registration statement submissions. Q. When does an emerging growth company have to file its r...


  • KYLIANNE HARLEY

    Bangers, Bashers & Short Sellers l Regulation SHO

    (Link)

    Thu Aug 30 15:53:28 CEST 2018

    Securities Lawyer 101 Blog When a manipulated stock’s price declines, it has become common practice for penny stock issuers and their disciples to scream foul play and claim their company is the victim of a stock basher-naked short sellers on investors hub and other message boards, working with nefarious clearing firms to send their stock price to the triple-zero graveyard. These same issuers also complain vociferously about the purported “agenda” of the United States Securities and Exchange ...


  • KYLIANNE HARLEY

    Rule 506 Offering Requirements – Rule 506 Attorneys

    (Link)

    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

    (Link)

    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

    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

    Spam 101 l Securities Lawyer 101 Blog

    (Link)

    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

    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

    Rule 506 Offering Requirements – Rule 506 Attorneys

    (Link)

    Wed Aug 29 17:39:55 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

    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

    Reverse Mergers l The Game Changers

    (Link)

    Wed Aug 29 17:35:02 CEST 2018

    Shell brokers continue to tout the virtues of reverse merger transactions, despite recent rule changes that eliminate many if not all of the benefits once conferred by them. Seeking to persuade clients to use their services, these promoters often securities lawyers hark back to the glory days of the reverse merger. We have all heard the stories about the well known companies that used reverse mergers to go public, such as Blockbuster Entertainment, Tandy Corp. and Turner Broadcasting. The ...


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