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Hamilton & Associates Law Group, P.A.
SEC & FINRA Amend Rule
On April 5, 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was signed into law. Its aim is to facilitate capital formation for “emerging growth companies” by improving information flow to investors. On October 11, 2012, the SEC granted accelerated approval to FINRA proposals amending Rule 2711 which governs research analysts and research reports to conform with the provisions of the JOBS Act. It also makes changes to quiet period restrictions consistent with the policies underlying the Act.
Preliminary Schedule 14C Information Statement
/Brenda Hamilton securitieslawyer101.com Hamilton & Associates, FL
Going Dark 101
The Sarbanes-Oxley Act, the declining U.S. economy and increasing legal, auditing and other compliance costs of being an SEC reporting company are causing SEC reporting companies, particularly microcap issuers, to voluntarily deregister with the SEC – commonly referred to as “going dark”. The once perceived benefits of being an SEC reporting publicly traded company are dwindling as many microcap issuers are unable to locate capital, even if publicly traded.
Go Public by an SEC Registered Offering
Private companies can go public using a Registered Offering under the Securities Act. In a Registered Offering, the private company files a Registration Statement with the SEC, typically on Form S-1 registering securities it plans to sell or securities held by its shareholders. The SEC reviews and often comments on the disclosures provided in the S-1 Registration Statement. Upon confirmation that the SEC is satisfied that the disclosures satisfy the disclosure requirements of the securities laws, it will declare the Registration Statement effective and the securities may be sold.
FINRA Rule 6490
FINRA Rule 6490 was enacted in September 2010. Rule 6490 requires issuers of equities and debt securities not listed on national securities exchanges to provide timely notice to FINRA of certain corporate actions including name changes, forward stock splits, reverse stock splits, distributions of cash or securities, reinstatement of dormant public shell companies, spin-offs, stock splits and other actions, and rights and subscription offerings.
FIRNA Issues Crowdfunding Rules
FINRA has issued its voluntary form for prospective crowdfunding portals under the JOBS Ac, signed in April 2012 by President Obama. Anyone who intends to act as a crowdfunding portal for individual investments in start-up companies can voluntarily submit information to FINRA, which FINRA will use in drafting rules for crowdfunding portals. The crowdfunding form is not final and FINRA will not adopt its final form until the SEC has adopted its crowdfunding funding portal rules. The JOBS Act requires the SEC to adopt rules to implement a new exemption that will allow crowdfunding.
Depository Trust Company 101
The Depository Trust and Clear Corporation (DTCC), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC operates through 10 subsidiaries – each of which serves a specific segment and risk profile within the securities industry.
OTC Markets Increases Disclosures for Pink Sheets
Wells Notice and Disclosure Obligations
Transfer Agent Roles
The Emerging Growth Company under the JOBS Act
Substantial Assistance in Aiding and Abetting Matters
SEC Mine Safety Disclosure Rules
SEC Will Miss First JOBS Act Deadline
SEC Updates Financial Reporting Manual
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