Law Blog Category: Safe Harbors

Risk Factor Disclosures For Reporting Public Companies 

November 18, 2014 in Regulation S-K, Risk Factors, Safe Harbors, Uncategorized

Insider Trading- A Case Study

October 07, 2014 in Insider Trading, Rule 10b5-2(b), S-1 Registration Statement, Safe Harbors, Uncategorized

Corporate Communications During the Public Offering Process; Avoid Gun Jumping

August 12, 2014 in Direct Public Offering (DPO), Free Writing Prospectus, Gun Jumping, IPO, JOBS ACT, Rule 134, Rule 135, Safe Harbors, Section 5, Securities Attorneys, Small Cap Market, Uncategorized

Concurrent Public and Private Offerings

April 08, 2014 in Concurrent Private and Public Offerings, Corporate Law, Gun Jumping, Private Placement, Regulation D, Rule 144, S-1 Registration Statement, Safe Harbors, Section 4(2), Section 4(a)(2), Securities Attorneys, Uncategorized

Securities Law Update: Intrastate Offerings Section 3(a)(11) and Rule 147 Examined

November 06, 2009 in Rule 147, Safe Harbors, SEC Guidance, Section 3(a)(11), Securities Attorneys

Section 3(a)(11) of the Securities Act of 1933, as amended (Securities Act) provides an exemption from the registration requirements of Section 5 of the Securities Act for “[A]ny security which is a part of an issue offered and sold only to persons resident within a single State or Territory, where the issuer of such security is a person resident and doing business within or, if a corporation, incorporated by and doing business within, such State or Territory.” (“Intrastate Exemption”) Rule 147 promulgated under the Securities Act provides for further application of the Intrastate Exemption.