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On Feb. 6, 2020, Commissioner Hester M. Peirce proposed a safe harbor for security token offerings. This safe harbor will exempt cryptocurrency and blockchain from federal securities registration regulations provided they satisfy certain conditions. This has been received very well in the digital currency community which was starving for some attention from policy makers. But
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The financing and Initial Public Offering transactions for the month of February 2020 are posted below.  These transactions were filed as S-1, F-1, and 1-A filings. To learn more about our IPO services, contact us. Date Form Type Company Name Underwriter Legal Counsel Price Shares Offering Amount 2/3/2020 F-1 Clarivate Analytics PLC Citigroup Global Markets
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On March 4th, the SEC proposed a series of amendments to improve crowdfunding regulations and the exempt offering framework. The proposal is aiming to promote capital formation and expand investment opportunities. Whether its raising seed capital or on the path to an initial public offering, a majority of entrepreneurs and emerging businesses raise capital using
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The Small Business Capital Advisory Committee held a meeting on February 2nd to discuss the Advocate for Small Business’s Capital Formation 2019 annual report, focusing on small business capital formation. The committee meeting was comprised of four panels; each of which had their own topic and key speakers. Panel I: Overview of Annual Report from
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Over the last couple years, more and more companies have decided to go public. Whether it’s attracting a larger audience, establishing credibility with suppliers and vendors, or raising additional capital, there are many benefits to conducting an initial public offering. Finding the right approach and support group can be challenging but worth it. Here is
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On December 3, 2019, the SEC approved NASDAQ’s proposal on extending direct listings. This means that companies will now be able to directly list securities on NASDAQ’s “Nasdaq Global Market” and “Nasdaq Capital Market” in addition to “Nasdaq Global Select Market”, which was already eligible for direct listing. This is a significant change for smaller companies
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The financing and Initial Public Offering transactions for the month of January 2020 are posted below.  These transactions were filed as S-1, F-1, and 1-A filings. To learn more about our IPO services, contact us. Date Form Type Company Name Underwriter Legal Counsel Price Shares Offering Amount 1/15/2020 F-1 Atotech Ltd N/A Latham & Watkins
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The Securities and Exchange Commission recently released a sweeping proposal to amend Rule 15c2-11 and provide a pathway to de-list currently trading OTC securities that are delinquent in their financial reporting or are shell companies. This new rule will modernize the existing Rule, updating several areas including rules about issuers’ current information, the piggyback exception,
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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
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Under the current rule, an “Accredited Investor” is defined by “any person who falls within any of the following categories, or who the issuer reasonably believes falls within any of the following categories, at the time of sale of the securities to that person…” and lists entities such as banks, savings and loan associations. The
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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, issuers can still remain on
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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,
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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
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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
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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
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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
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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
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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
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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.
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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
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