Blog

SEC Allows Solicitation in Private Offerings

by Brian Lebrecht on July 11, 2013

At long last, the SEC has approved general solicitation in 506 offerings.  I have previously blogged on the subject here and here. It seems each stakeholder group is claiming it as their own victory.  Hedge funds, crowdfunders, tweeters and bloggers, it seems everyone will get in on the act. And they should.  This is the [...]

Sponsored Research. When Is It Independent?

by Brian Lebrecht on June 20, 2013

This week, Fox Business News contributor Tobin Smith was terminated because he violated their policy that “no contributor to FBN [Fox Business Network], nor his/her firm, and/or family members are allowed to accept financial consideration of any kind whatsoever to issue research, advertisements, or to otherwise promote individual stocks or securities.”  Several articles on the matter can [...]

When Is It a Good Strategy To Lie to the SEC?

by Brian Lebrecht on June 6, 2013

This, of course, is a misleading question.  The answer is never.  In case you need some law to back up that conclusion, take a look at the recent case of Robert J. Vitale.  Mr. Vitale was the subject of an SEC enforcement inquiry (not a full blown case against him, but just an inquiry, the first [...]

Listing a Reverse Merger Company on NASDAQ

by Brian A. Lebrecht on May 9, 2013

NASDAQ has special rules for companies that went public via a reverse merger.  By: Brian A. Lebrecht, Esq. NASDAQ Markets Overview NASDAQ has three different U.S. markets, the NASDAQ Global Select Market, the NASDAQ Global Market, and the NASDAQ Capital Market.  Each of the three markets is designed to accommodate companies of a different size, [...]

SEC Asks for a 26% Raise

by Brian Lebrecht on May 9, 2013

The new chair of the SEC, Mary Jo White, testified before Congress this week and asked to have the SEC’s budget increased by 26%, to $1.67 billion.  A few of the highlights: – she reiterated her commitment to completing the rule making under Dodd Frank and the JOBS Act. – she wants to add 676 [...]

Tales From The Road Show

by Brian Lebrecht on April 24, 2013

I recently visited three different investment banks in three days.  The purpose of the meetings was to (a) present an offering for a mutual client, (b) update each other about existing clients that we share, and (c) talk about the capital markets for small- and mid-sized public companies.  I’m pleased to see that the boutique [...]

Can Facebook Be Used to Satisfy Regulation FD?….Yes!

by Brian Lebrecht on April 18, 2013

Regulation FD and Section 13(a) of the Exchange Act prohibit public companies, or persons acting on their behalf, from selectively disclosing material, nonpublic information to certain securities professionals, or shareholders where it is reasonably foreseeable that they will trade on that information, before it is made available to the general public.  The Commission’s 2008 Guidance [...]

What is General Solicitation?

by Brian Lebrecht on March 20, 2013

Most clients are familiar with the idea that general solicitation is not allowed under most offering exemptions, including Rule 506 of Regulation D.  Most clients are also aware that one of the proposed rule changes brought about by the JOBS Act is to eliminate the ban on general solicitation in 506 offerings.  As of the [...]

Is Crowdfunding Going to be Risky for Investors?

by Brian Lebrecht on January 24, 2013

There is much to be read about the SEC’s delay in drafting and ultimately implementing the crowdfunding rules.  Public comments to the SEC can be found here.  Some are predicting that it will be 2014, at the earliest, before we see implementation. While we are waiting, I started thinking about the risks of crowdfunding to the [...]

The Super 10-K

by Brian Lebrecht on January 10, 2013

As a general rule, SEC filers must file each required periodic report (i.e. 10-Q and 10-K) separately, and if there is an amendment to something disclosed in a report (such as financial statements), then they must file each amended periodic report separately. Likewise, a filer that is delinquent with more than one filing generally has [...]