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Crowdfunding Act Signed Into Law

On April 5, 2012 President Obama signed the JOBS Act into law. In accordance with the JOBS Act requirement that all crowdfunding platforms (i.e. websites and intermediaries) be

S-8 Stock, Use and Misuse

A Form S-8 registration statement is popular with small business issuers as it becomes effective immediately upon filing and allows for incorporation by reference, both of which benefits

Form 10 Registration Statements

A Form 10 Registration Statement is a registration statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange

January 12, 2010

Registering Convertible Securities

Many clients seek to register convertible securities, such as convertible debentures, warrants, options or convertible preferred stock. The question most often asked is how many share need to

January 1, 2010

Rule 701 – Exemption for Offers and Sales to Employees of Non-Reporting Entities

While the issuance of small numbers of shares as prizes or awards to employees may be made without Securities Act Registration, if such awards are tied to the

December 11, 2009

Section 3(a)(9) Exchanges Evaluated

Section 3(a)(9) of the Securities Act of 1933, provides an exemption from the registration requirements for “[E]xcept with respect to a security exchanged in a case under title

December 9, 2009

When Can Separate Issuer Offerings That Occur Within a Short Time Be Integrated?

The integration doctrine prevents issuers from circumventing the registration requirements of the Securities Act of 1934 by determining whether two or more securities offerings are really one offering

December 4, 2009

SEC Stock Buyback Rules Examined

SEC Rule 10b-18 provides issuers with a safe harbor from liability for market manipulation under Sections 9(a)(2) and 10(b) of the Exchange Act and Rule 10b-5 under the

November 27, 2009

Transparency in the Financial Markets and the Materiality Standards

The disclosure requirements at the heart of the federal securities laws involve a delicate and complex balancing act. Too little information provides an inadequate basis for investment decisions;

November 23, 2009

10b5-1 Trading Plans and Material Non-Public Information

As a safe harbor from insider trading liability, Rule 10b5-1 provides that a purchase or sale of securities will not be deemed to be on the basis of