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EDT
At its most basic definition, a capitalization table, or “cap table” is a list of your companies securities. This list includes stock, warrants, convertible notes, and equity grants. While there is no standard format, a successful cap table should be able to tell you “who owns what”. Some cap tables can be more complex by adding […]
EDT
Effective December 12, 2019, the OTCQX rules to list and maintain a company on the OTCQX have been modified. The OTCQX listing holds the highest level of entry compared to its kinship with other market tiers on OTC Markets, and inherently has “high standards”. By complying to these recent changes, companies can still remain on […]
EDT
On October 11th of this year, a joint statement by the SEC, FinCEN, and the CFTF was released. This statement was a single node in a growing network of legal discourse on digital assets and currencies. It functioned largely as a clarification of law surrounding digital assets. It includes specific statements from each entity involved, […]
EDT
On September 24th of this year, all five SEC commissioners were invited to attend a House Financial Services Committee Hearing. This marked the first time the full commission attended a hearing since 2007, a full dozen years prior. The hearing was officially entitled “Oversight of the Securities and Exchange Commission: Wall Street’s Cop on the […]
EDT
Listing on NASDAQ or NYSE can be a ticket to new growth for many companies. However, it is difficult to meet the listing requirements for such large national exchanges. Many businesses find that they simply have no hope of premiering on such markets after their IPOs. For those companies, there are OTC markets. OTC markets […]
EDT
Is your company is considering a public offering? Does it plan to trade on an over the counter (OTC) market? If so, you may consider a Regulation A+ (Reg A+) IPO. Reg A+ IPOs are relatively new, streamlined, micro-IPO’s. They are different from traditional IPOs in that they are size-restricted, and have fewer regulations. There […]
EDT
In the US, it is typically required for publicly traded companies to have at least a few corporate officers. Some companies have dozens. It is also not uncommon for private or non-profit companies to create corporate officer positions. As with any job title, the duties assumed by a corporate officer at one firm may differ […]
EDT
In addition to federal and state corporate law, companies which trade on public markets are also subject to institutional regulation. In other words, your publicly-traded company must follow rules created by the exchange on which you trade. It is simply the price of playing ball. The most relevant exchanges are NASDAQ and the New York […]
EDT
Meetings are an importation part of running an organization or a large project. At meetings, issues are addressed, important decisions made, and plans created for the future. In public companies, annual meetings are held for the benefit of the owners in the company called Annual Shareholder Meetings. Annual Shareholder Meetings are a required assembly for owners […]
EDT
In the governance of any organization there must be a means to address issues, make changes, and set needed regulations. Public companies in the United States make major decisions about business and future strategies via proposals made at annual shareholder meetings. These proposals are akin to bills in the legislature of the United States government. […]
EDT
The SEC published a Framework for Investment Contract Analysis of Digital Assets on April 3, 2019. The analysis provides guidance for applying the Howey test to digital assets to determine if they are investment contracts or securities. The test was created in the 1946 U.S. Supreme Court case, SEC v. W.J. Howey Co.   The Howey test […]
EDT
Regulation A+ (“Regulation A+”), also known as the “mini IPO”, is an alternative to the traditional IPO, through Form S-1, as filed to the Securities and Exchange Commission (“SEC”). Regulation A+ was passed into law to encourage small businesses to raise capital, by removing restrictions that limited access to private investor funds. Regulation A+ became […]
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EDT
The Office of Compliance Inspections and Examinations (OCIE) of Securities and Exchange Commission (SEC) has revealed its examination priorities for the year 2019, on December 20, 2018. Every year OCIE publishes its examination priorities to emphasize its commitment to transparency, and promote it in the examination programs. The OCIE examination priorities are provided to give […]
EDT
Over the last few months, the Securities and Exchange Commission (SEC) announced settled charges against a few different companies that sold security tokens in initial coin offerings (ICOs). Since the ICO tokens were not registered or unregistered offerings, the companies violated section 5 of the Securities Exchange Act of 1934 (“Exchange Act”). SEC Settles Unregistered […]
EDT
On December 19, 2018, the SEC adopted final rules to allow current Exchange Act reporting companies to utilize Regulation A+, also known as the “mini-IPO offering”. Reg A+ provides an exemption from public registration, utilizing two separate offering tiers. Under Tier 1, companies can raise up to $20 million in a 12-month period, while Tier 2 allows issuers […]
EDT
Beginning January 19, 2019, OTC Markets will begin to require all U.S. OTCQB and OTCQX companies to give verified share data through the services of a transfer agent participating in their Transfer Agent Verified Shares Program. Through their program, transfer agents can provide regular and up-to-date information on a company’s authorized and outstanding shares. Transfer agents […]
EDT
We developed a comprehensive Equity Crowdfunding Chart Comparison below for all crowdfunding requirements that includes Reg A+ (Tier 1 and Tier 2), Reg D 506 C, and Reg CF. Our chart creates an easy-to-read visual representation of all the different requirements, so you can pick which form of crowdfunding works best for you. Requirements for […]
EDT
President Trump signed the Economic Growth, Regulatory Relief and Consumer Protection Act into law on May 24, 2018. He remarked that this bill had reforms that “are critical to helping all Americans thrive and to prosper.” The bill was first introduced by Senator Mike Crapo (R-ID). The bill contains six titles relating to: consumer access […]
EDT
In June of 2018 the Securities and Exchange Commission (SEC) released a draft strategic plan that prioritized investors, innovation, and performance. The plan will guide the SEC’s actions and goals through 2022. The plan is in accordance with the Government Performance and Results Modernization Act of 2010, which mandates that all federal agencies outline missions […]
EDT
Spotify recently drew attention from a controversial decision to go public without an initial public offering (IPO) in April. Spotify said they wanted to go public this way, through a direct listing or direct public offering (DPO), because the company could provide equal access to both buyers and sellers, while making the entire process more […]
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