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    Topic search: public offering

  • BRENDA HAMILTON

    Regulation A+ Lawyers

    (News & Articles)

    Fri Jul 24 18:58:45 CEST 2015

    Regulation A+’s new rules provide investors with more investment choices and issuers with more capital raising options during their going public transactions. Some confusion has arisen about whether SEC qualification of a Regulation A+ offering will result in the assignment of a stock ticker or trading symbol. Companies conducting Regulation A+ offerings must submit Form 1-A to the Securities and Exchange Commission (SEC). Form 1-A is subject to SEC review and the SEC may issue comments to the ...


  • BRENDA HAMILTON

    Regulation A+ Disclosures

    (News & Articles)

    Thu Jul 23 20:05:43 CEST 2015

    On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act which became effective last month. The Regulation A+ amendments include new forms and revamping Form 1-A. Regulation A+ expands existing Regulation A. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a going public transaction. The Regulation A+ exemption allows compa...


  • BRENDA HAMILTON

    Regulation A+ Compliance Procedures

    (News & Articles)

    Thu Jul 23 19:51:37 CEST 2015

    Companies can solicit investor interest for a potential Regulation A+ offering, both before and after the filing of their Form 1-A offering statement with the SEC. The issuer’s solicitation materials used after the Form 1-A offering statement is publicly filed, must be accompanied by a preliminary offering circular or provide a URL where the preliminary offering statement can be obtained. Additionally, materials used to solicit investors must be filed as exhibits to the Form 1-A offering statem...


  • BRENDA HAMILTON

    How Can Regulation A+ Be Used By Small Companies To Go Public Without A Reverse Merger?

    (News & Articles)

    Thu Jul 23 19:49:20 CEST 2015

    On March 25, 2015, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act. The amended rules known as Amended A+ were adopted to facilitate capital-raising by smaller companies. Regulation A+ expands existing Regulation A. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a going public transaction. The exemption simplifies the process ...


  • BRENDA HAMILTON

    US Listings For Foreign Issuers

    (News & Articles)

    Fri Apr 04 16:32:09 CEST 2014

    Typically, foreign companies seeking to raise capital attempt to obtain public company status. Foreign companies that go public in the U.S. may complete a public offering by registering securities with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) or by registering a class of securities under the Securities Exchange Act of 1934 (the “Exchange Act”)


  • BRENDA HAMILTON

    Private Placement Memorandums 101

    (News & Articles)

    Fri Apr 04 16:26:40 CEST 2014

    A private placement memorandum (“PPM”) is also referred to as a confidential offering circular or memorandum. PPM’s are typcially prepared by securities lawyers who assist private companies with their going public transactions. PPM’s are used to raise capital by selling either debt or equity in an exempt offering that has not been registered with the SEC. These exempt offerings are often called private placements. Most private placements are made pursuant to Rule 506 of Regulation D. This is ...


  • BRENDA HAMILTON

    SEC Registration Statements l Question & Answer

    (News & Articles)

    Fri Apr 04 16:14:57 CEST 2014

    This blog post addresses the most common questions we receive about going public using Form S-1 and the SEC registration statement process. Q. How do I register a securities offering for my company with the Securities and Exchange Commission (“SEC”)?


  • BRENDA HAMILTON

    State Blue Sky Laws After Rule 506(c)

    (News & Articles)

    Fri Apr 04 15:59:42 CEST 2014

    Issuers are often unaware of the state laws that apply to their private placements prior to completion of their going public transactions. Federal securities laws require that the purchase or sale of a security be subject to a registration statement under the Securities Act of 1933 (the “Securities Act”) or exempt from registration. Rule 506 of Regulation D under the Securities Act provides an exemption for private placement offerings. The JOBS Act amended Rule 506 by creating Rule 506(c) which...


  • BRENDA HAMILTON

    The Multijurisdictional Disclosure System For Canadian Issuers

    (News & Articles)

    Wed Nov 13 16:57:08 CET 2013

    The Multijurisdictional Disclosure System (“MJDS”) was adopted in July 1991 by the U.S. Securities and Exchange Commission (“SEC”) and the Canadian Securities Administrators to facilitate cross-border public offerings of securities between the U.S. and Canada. The Multijurisdictional Disclosure System provides Canadian issuers with attractive options for accessing the U.S. capital markets. In many securities offerings in going public transactions in the U.S., Canadian issuers can register the...


  • BRENDA HAMILTON

    How Foreign Issuers Can Benefit from the JOBS Act

    (News & Articles)

    Wed Nov 13 16:54:02 CET 2013

    As the Securities and Exchange Commission (“SEC”) finishes the rulemaking that provides a structure for full implementation of the JOBS Act, much has been written about its impact on smaller U.S. businesses. Less has been said about the benefits it may confer on foreign issuers trading in U.S. markets. Emerging Growth Companies Foreign issuers, like their U.S.-based counterparts, may be defined as an “emerging growth companies” if they have less than $1 billion in annual gross revenues, h...


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