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, [...]
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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 [...]
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 [...]
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 [...]
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 [...]
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 [...]
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 [...]
In a recent case involving the SEC (SEC v. Welliver, Civil No. 11-CV-3076 (D. Minn. Ruling October 26, 2012), the court ruled that a party that turned over certain communications between him and his attorney, then later claimed that the communications were covered by the attorney-client privilege, had in fact waived the privilege because the [...]
Congratulations to SearchCore, Inc. (OTCQX: SRER) who was recently ranked #1 by the Orange County Business Journal on the list of fastest growing public companies in Orange County with an astounding 2-year sales growth rate of over 1,600%. SearchCore trades on the OTC Market’s highest tier, OTCQX, and complies with its Alternative Reporting Standard. The [...]
While we are all busily working on 10-Q’s for the quarter ended September 30, 2012, the SEC announced this week that filing deadlines would be extended for filers who have been affected by Hurricane Sandy. What we have not been able to figure out is whether the extension will apply to all filers, or only [...]
