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 pl...
Home Archive by Category "SEC Guidance" (Page 5)
SEC Guidance
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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...
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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...
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Registering Convertible Securities
Many clients seek to register convertible securities, such as convertible debentures, warrants, options or convertible preferred sto...
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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 s...
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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 t...
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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 determin...
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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 E...
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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 in...
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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...
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