Often, smaller public companies want to take advantage of majority written consent of their shareholders, and the corresponding use of a Schedule 14C Information Statement, rather than a proxy solicitation and corresponding Schedule 14A Information Statement. This can be done when one party, or a small number of parties, owns enough voting securities of the [...]
We have written and blogged extensively about the increased scrutiny being put on broker-dealers when acting as a placement agent for Regulation D offerings. See here. We recently completed an assignment as due diligence counsel for a broker-dealer, and I am very pleased with the outcome. We improved the offering by identifying several red flags [...]
Update: On November 2, 2011, the House passed H.R. 1070 by an overwhelming 421-1 vote. The bill has been referred to the Senate. As many practitioners know, one of the problems with a Regulation A offering is that you not only have to submit to a review of your offering materials by the SEC, but [...]
FINRA Rule 6490 requires that corporations whose securities are trading on the over the counter market (OTCQX, OTCQB, OTCBB or PinkSheets) timely notify FINRA of certain corporate actions, such as dividends, forward or reverse splits, rights or subscription offerings, and name changes. The Rule grants FINRA discretionary power when processing documents related to the announcements, [...]
Rule 6490 (Processing of Company Related Actions), was approved by the SEC and effective on September 27, 2010. The rule requires that corporations whose securities are trading on the over the counter market (OTCQX, OTCQB, OTCBB or PinkSheets) timely notify FINRA of certain corporate actions, such as dividends, forward or reverse splits, rights or subscription offerings, [...]
In October 2001 I agreed to join Brian at The Lebrecht Group and take a run being a part of something big at a small firm. At the time the firm was in its infancy with Brian having just founded the firm earlier in 2001. At the time I joined the firm I had one [...]
As we did last month in Salt Lake City, we would like to again thank all of our clients, referral sources, vendors, employees, fellow service providers, and friends who have been a part of our first ten years. The OC Wine Mart was the location of our celebration in Irvine, and a good time was [...]
As many of you know, last Monday I was a panelist at the SEC’s Roundtable on the Execution, Clearance and Settlement of Microcap Securities. The Roundtable is available via webcast archive here. The most commonly asked question from our clients and other constituents following the event was, “will anything happen?” Of course I don’t fully [...]
When filing a periodic report such as a 10-Q, or a current report such as an 8-K, issuers routinely file the underlying transaction documents as exhibits. The list of exhibits, and their description, is covered by Item 601 of Regulation S-K. Often, the underlying transaction documents have exhibits and/or disclosure schedules, and clients often ask, “do [...]
Back in March 2011, I wrote a newsletter article [The Isolated Offering, Vol 11, Issue 3] regarding the SEC staff’s report issued in January 2011 suggesting that investment advisors and broker-dealers be held to the same fiduciary standard. At the time the staff’s report was issued, two SEC Commissioners, Kathleen Casey and Troy Paredes issued [...]
