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... 01.4K00
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... 071100
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... 052200
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... 036200
Articles of IncorporationDue DiligenceGoing PublicPCAOB AuditingPublic Shell CompanyReverse MergersSection 16 Reverse Mergers Hinge on Due Diligence and Cleaning Up Public Shells Laura Anthony, Esq.October 1, 2009 When a publicly traded company “goes dark” and becomes delinquent in its filing requirements, it generally becomes a public shell an... 033700
Regulation ARule 134Rule 504 Regulation A – An Exemption By Any Other Name Is A Short Form Registration Laura Anthony, Esq.May 12, 2010 Although Regulation A is legally an exemption from the registration requirements contained in Section 5 of the Securities Act of 193... 030000
SEC Guidance Registering Convertible Securities Laura Anthony, Esq.January 12, 2010 Many clients seek to register convertible securities, such as convertible debentures, warrants, options or convertible preferred sto... 029600
SEC GuidanceUncategorized Responsibilities of Independent Directors Increases in Response to Sarbanes Oxley Laura Anthony, Esq.November 10, 2009 Serving as an independent director carries serious obligations and responsibilities. Following the passage of the Sarbanes Oxley... 025400
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... 023200