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November 17, 2009

Proper Use of S-8 Registration Statements

A Form S-8 registration statement is popular with small business issuers because it becomes effective immediately upon filing and allows for incorporation by reference, two benefits not always

November 10, 2009

Responsibilities of Independent Directors Increases in Response to Sarbanes Oxley

Serving as an independent director carries serious obligations and responsibilities. Following the passage of the Sarbanes Oxley Act of 2002 (SOX), the role of independent directors has become

November 6, 2009

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

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

November 4, 2009

SEC Rule 145 – Registration and Resale Requirements For Securities Issued in Merger, Consolidation or Acquisition

Rule 145 addresses the registration and resale requirements for securities issued in a merger, consolidation, acquisition of assets or reclassification of securities. Rule 145 sets forth the Securities

October 21, 2009

The Securities & Exchange Commission (SEC) Provides Guidance Regarding Section 3(a)(10) of the Securities Act of 1933

Section 3(a)(10) of the Securities Act of 1933, as amended (“Securities Act”) is an exemption from the Securities Act registration requirements for the offers and sales of securities

October 20, 2009

Elements Constituting “Solicitation” Such that a 14A Proxy Solicitation is Required Instead of a 14C Information Statement Under the Section 14 Proxy Rules of the Securities Exchange Act of 1934

Corporate compliance, federal securities regulations and SEC reporting requirements are highly technical and always changing. Accordingly, small publicly traded companies require the assistance of an experienced securities attorney

October 19, 2009

New FINRA Requirements for Corporate Actions Require More Thorough Documentation on Behalf of Issuers

Corporate compliance, federal securities regulations and SEC reporting requirements are highly technical and always changing. Accordingly, small publicly traded companies require the assistance of an experienced securities attorney

October 15, 2009

Analysis of Section 404(b) of the Sarbanes-Oxley Act of 2002 for Non-Accelerated Filers

Corporate compliance, federal securities regulations and SEC reporting requirements are highly technical and always changing. Accordingly, small publicly traded companies require the assistance of an experienced securities attorney

October 5, 2009

OTCBB Reporting Requirements Enable Successful Reverse Mergers