Registering Convertible Securities
Many clients seek to register convertible securities, such as convertible debentures, warrants, options or convertible preferred sto...
Home Posts Tagged "Reverse Mergers" (Page 3)
Overview of Recognized Exemptions From Section 5
The Securities Act of 1933 recognizes two broad types of exemptions to the registration requirements of Section 5, exempt securities...
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Rule 419 and Offerings by Shell or Blank Check Companies
The provisions of Rule 419 apply to every registration statement filed under the Securities Act of 1933, as amended, by a blank chec...
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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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A Comprehensive Analysis of Section 5
Section 5 of the Securities Act of 1933, as amended, contains the basic registration requirements for all offerings and rules of sec...
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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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Regulation A and Rule 504
Section 3(b) of the Securities Act gives the SEC authority to exempt from registration certain offerings where the securities to be...
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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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