Regulation DRegulation SReverse MergersRule 144Section 3(a)(9)Section 5 Overview of Recognized Exemptions From Section 5 Laura Anthony, Esq.January 8, 2010 The Securities Act of 1933 recognizes two broad types of exemptions to the registration requirements of Section 5, exempt securities... 035800
Blank Check CompaniesRule 419Securities Attorneys Rule 419 and Offerings by Shell or Blank Check Companies Laura Anthony, Esq.January 5, 2010 The provisions of Rule 419 apply to every registration statement filed under the Securities Act of 1933, as amended, by a blank chec... 01.2K00
SEC Guidance Rule 701 – Exemption for Offers and Sales to Employees of Non-Reporting Entities Laura Anthony, Esq.January 1, 2010 While the issuance of small numbers of shares as prizes or awards to employees may be made without Securities Act Registration, if s... 030700
Securities Attorneys A Comprehensive Analysis of Section 5 Laura Anthony, Esq.December 29, 2009 Section 5 of the Securities Act of 1933, as amended, contains the basic registration requirements for all offerings and rules of sec... 018900
Reverse MergersSEC Guidance Section 3(a)(9) Exchanges Evaluated Laura Anthony, Esq.December 11, 2009 Section 3(a)(9) of the Securities Act of 1933, provides an exemption from the registration requirements for “[E]xcept with respect t... 029800
Private Investment in Public Equity (PIPE)Private PlacementSEC Guidance When Can Separate Issuer Offerings That Occur Within a Short Time Be Integrated? Laura Anthony, Esq.December 9, 2009 The integration doctrine prevents issuers from circumventing the registration requirements of the Securities Act of 1934 by determin... 032700
Regulation A Regulation A and Rule 504 Laura Anthony, Esq.December 7, 2009 Section 3(b) of the Securities Act gives the SEC authority to exempt from registration certain offerings where the securities to be... 018800
Rule 10b-18SEC Guidance SEC Stock Buyback Rules Examined Laura Anthony, Esq.December 4, 2009 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... 024000
SEC GuidanceSecurities Attorneys Transparency in the Financial Markets and the Materiality Standards Laura Anthony, Esq.November 27, 2009 The disclosure requirements at the heart of the federal securities laws involve a delicate and complex balancing act. Too little in... 020900
Insider TradingSEC GuidanceSecurities Attorneys 10b5-1 Trading Plans and Material Non-Public Information Laura Anthony, Esq.November 23, 2009 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... 070500