Law Blog Category: Uncategorized

SEC Report On Meme Stocks

November 17, 2021 in Uncategorized

On October 18, 2021, the SEC released a report on the meme stock craze that caused the securities of companies like GameStop Corp. to soar to unprecedented high trading prices and volume.  Commissioners Hester Peirce and Elad Roisman criticized the report as being used as an excuse to add or consider adding additional regulations in the areas Read the full article…

Public Market Listing Standards

November 17, 2021 in Uncategorized

One of the bankers that I work with often once asked me if I had written a blog with a side-by-side comparison of listing on Nasdaq vs. the OTC Markets and I realized I had not, so it went on the list and with the implementation of the new 15c2-11 rules, now seems a very good time to tackle the Read the full article…

SEC Cracking Down on The Crypto Wild West and Other Digital Asset Updates

November 08, 2021 in Uncategorized

After a few years of relative dormancy, the SEC is once again targeting the flourishing cryptocurrency market.  On August 3, 2021, SEC Chair Gary Gensler gave a speech to the Aspen Security Forum in which he referred to the cryptocurrency marketplace as the Wild West.  Days later, the SEC filed its first case involving securities using DeFi technology and then Read the full article…

2021 Annual Report of Office of Advocate for Small Business Capital Formation

October 31, 2021 in Uncategorized

The Office of the Advocate for Small Business Capital Formation (“Office”) has delivered a report to Congress following the 40th annual small business forum (“Report”).  The Report includes recommendations of the Office and its annual forum participants.  The forum itself featured panelists and discussions on (i) navigating ways to raise early rounds; (ii) diligence including how savvy early-stage Read the full article…

OTCQX And OTCQB Rule Changes

October 21, 2021 in Uncategorized

In September 2021, the OTCQB and OTCQX tiers of OTC Markets instituted amendments to their rules, to, among other things, align with the market changes resulting from amended Rule 15c2-11. The OTC Markets divide issuers into three (3) levels of quotation marketplaces: OTCQX, OTCQB and OTC Pink Open Market. The OTC Pink Open Market, which involves the highest-risk, highly speculative securities, is further divided into Read the full article…

Climate Disclosure Guidance

October 21, 2021 in Uncategorized

Ahead of the imminent publication of updated climate disclosure rules, the SEC has published a sample comment letter providing companies with guidance as to the regulator’s current focus and expectations under the rules.  The last official SEC guidance on climate-related guidance was published in 2010; however, the SEC, and individual top brass, have been vocal about the need for Read the full article…

A Review of FINRA’s Corporate Finance Rule

October 06, 2021 in Uncategorized

As the strongest U.S. IPO market in decades continues unabated, it seems a good time to talk about underwriter’s compensation.  FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) governs the compensation that may be received by an underwriter in connection with a public offering. Rule 5110 – The “Corporate Financing Rule” Rule 5110 regulates underwriting compensation and prohibits unfair Read the full article…

SEC Chair Gary Gensler Testifies To Congress

October 06, 2021 in Uncategorized

On September 14, 2021, SEC Chairman Gary Gensler gave testimony to the U.S. Senate Committee on Banking, Housing and Urban Affairs highlighting the priorities of the SEC under his rule.  After giving the obligatory opening statements on the size and impact of the U.S. capital markets, Gensler broke down the SEC agenda into four topics including market structure, predictive Read the full article…

Consequences Of Failing To File A Form D

September 26, 2021 in Uncategorized

I often get calls from clients or potential clients that have engaged in exempt offerings, have not filed a Form D and are wondering what the consequences might be. Taking it further, what are the consequences of not complying with the minor state blue sky requirements for any federally covered securities? Form D – In Read the full article…

FINRA Granted Oversight Of OTC Markets In The 211 Process

September 18, 2021 in Uncategorized

Clearly not completely pleased with the power bestowed on OTC Markets as part of the amended Rule 15c2-11, on June 9, 2021, FINRA filed a request for a rule change to increase its regulatory oversight and require OTC Markets to file a Form 211 as part of the new process. The SEC published the proposal on June Read the full article…

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