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    Topic search: public transactions

  • 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

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    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

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    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

    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

    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

    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

    What is Form 211? Going Public Attorneys

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    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

    How Do Reverse Splits Affect My Shares? Going Public

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    Wed Aug 29 17:36:01 CEST 2018

    Reverse stock splits are often used by public companies to reduce the amount of securities outstanding. Reverse splits are also used by private companies in corporate restructurings. Typically in a reverse split, a company reduces the number of its outstanding shares in proportion to the ratio of the reverse stock split so that each stockholder the same percentage of the company’s outstanding shares immediately prior to and after the reverse split. If approved and effected, the reverse stock ...


  • 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 ...


  • 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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