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... 01.3K00
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
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... 071200
PinksheetsPublic Shell CompanyReverse MergersRule 144 Rule 144 and Pink Sheet Shells; Selling Shares Post Merger Laura Anthony, Esq.November 11, 2009 One of the most common inquiries received by securities attorneys today involves Issuers wanting to know when they and their shareho... 062500
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... 061600
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... 048900
Form 10Going PublicReverse MergersRule 144Section 13 Rule 144 and the Evergreen Requirement Examined Laura Anthony, Esq.January 22, 2010 Technically Rule 144 provides a safe harbor from the definition of the term “underwriter” such that a selling shareholder may utiliz... 045000
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... 036500
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... 034500
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... 032900