OTCBBRule 145SEC Guidance SEC Rule 145 – Registration and Resale Requirements For Securities Issued in Merger, Consolidation or Acquisition Laura Anthony, Esq.November 4, 2009 Rule 145 addresses the registration and resale requirements for securities issued in a merger, consolidation, acquisition of assets... 01.1K00
Rule 144 SEC Rule 144: Current Public Information and Reporting Requirements Laura Anthony, Esq.November 4, 2009 The current public information requirement is measured at the time of each sale of securities. That is, the Issuer, whether reporti... 033900
Regulation DRule 144Rule 144A SEC Rule 144: Resale Conditions and Exempt Transactions Laura Anthony, Esq.November 3, 2009 There are many questions regarding the application of Securities Act of 1933 (“Securities Act”) Rule 144 for the resale of securitie... 026000
Corporate Law Contracting Away Fiduciary Obligations In Delaware LLCs And Limited Partnerships Laura Anthony, Esq.October 31, 2009 Delaware corporate and alternative entity law has long been the model for other states in drafting statutes and for practitioners in... 022000
Insider TradingSecurities AttorneysUncategorized Securities Attorneys Must Self-Regulate to Avoid Potential Insider Trading Pitfalls Laura Anthony, Esq.October 30, 2009 Attorneys who accept stock as compensation from public companies need to be aware of a vigilant regarding their insider trading obli... 022000
Corporate LawUncategorized The Federalism of State Corporate Law Laura Anthony, Esq.October 29, 2009 Historically the regulation of corporate law has been firmly within the power and authority of the states. However, over the past f... 027500
OTCBBRule 144Rule 145Section 5Spin-OffUncategorized Five Essential Conditions for Unregistered Spin-Offs Laura Anthony, Esq.October 28, 2009 A spin-off occurs when a parent company distributes shares of a subsidiary to the parent company’s shareholders such that the subsid... 048500
Private Investment in Public Equity (PIPE)Securities AttorneysUncategorized The Demise of the Death Spiral – SEC Interpretation of Rule 415 Laura Anthony, Esq.October 22, 2009 Without fanfare, publications, or other notice, in mid 2006, PIPE investors and the Issuers that utilized them noticed a big differe... 027200
OTCBBOTCQB and OTCQXPinksheetsSEC GuidanceSection 3(a)(10) The Securities & Exchange Commission (SEC) Provides Guidance Regarding Section 3(a)(10) of the Securities Act of 1933 Laura Anthony, Esq.October 21, 2009 Section 3(a)(10) of the Securities Act of 1933, as amended (“Securities Act”) is an exemption from the Securities Act registration r... 026100
14c Information StatementOTCBBSchedule 14ASchedule 14CSEC GuidanceSEC Proxy RulesSEC Schedule 14ASection 14Securities AttorneysUncategorized 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 Laura Anthony, Esq.October 20, 2009 Corporate compliance, federal securities regulations and SEC reporting requirements are highly technical and always changing. Accord... 061300