Form 15 is a simple form. It’s one page, and requires only that the issuer check at least one of the five boxes. However, there are complicated conditions to the use of Form 15, and the consequences of the filing are often misunderstood. Background For a variety of reasons, many issuers [...]
TLG Publications
Bull’s-eye: Regulators Are Hunting, Is Your Company A Target? Many smaller public companies feel as if regulators are breathing down their necks, are they? By: Craig V. Butler,Esq. As an attorney that works with many smaller public companies, and the providers that service them, I have a good feel for what concerns smaller public companies. [...]
What Would Your Auditors Say About Your Financial Statements? (The PCAOB Proposed Changes to Form and Content of Audit Report and Other Changes) Under the guidance of James R. Doty, Chairman of the Public Company Accounting Oversight Board (the “PCAOB”), the PCAOB has established a policy agenda designed to enhance [...]
Competence, Confidentiality, Privilege, and Work Product Rules of Professional Conduct Any analysis of ethics, confidentiality, and the attorney-client privilege should begin in the applicable rules of professional conduct (the “Rules”). For purposes of this article, I will review the applicable sections of the Utah Rules of Professional Conduct. Lawyers in other jurisdictions should do a similar analysis [...]
With many smaller companies thinking about going public in order to take advantage of financing options, the preferred methods to get public deserves further examination By: Craig V. Butler, Esq. In the middle of last year I authored a two-article series entitled Can Your Company Afford to Become (Stay) a Public Company?….. Can It Afford Not To? (see [...]
The Department of Labor’s (DOL) Employee Benefits Security Administration (EBSA), the U.S. government’s group responsible for educating Americans about how retirement and health and certain welfare plans work, has proposed that the definition of the term “fiduciary” be updated. Working with the SEC, the EBSA’s goal, according to EBSA Assistant Secretary Phyllis Borzi, is to [...]
In January 2011, FINRA published Regulatory Notice 11-02, adopting rules governing the know-your-customer and suitability obligations of broker-dealers. What has changed and what, specifically, should broker-dealers be doing? In July 2010, I wrote an article on FINRA Regulatory Notice 10-22, which was published as guidance to remind broker-dealers of their due diligence obligations in Regulation D [...]
Cost Basis – What Does it Mean, and What Do I Have to Do? Just in case you forgot, the new “Cost Basis” regulations go into effect on January 1, 2011. Say What? For those of you that are involved in buying and selling public company stock, be on notice that a new [...]
On October 20, 2010, Elliott Taylor left Salt Lake City’s oldest and largest law firm to join The Lebrecht Group, APLC. The questions and answers below are designed to introduce you to Elliott. Tell me about your primary areas of practice. I focus on three major areas. One is a traditional securities transactional practice, [...]
With so many shells available and the number of interested private vend-in companies growing why aren’t more shell transactions closing? Having been retained by several new clients that are either shell companies, or private companies looking for a public company to merge with, I have been closely monitoring the current shell [...]
