TLG Publications

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, [...]

Dissolving a Business

by Brian A. Lebrecht on February 11, 2013

As part of restructuring a business, we are often called upon to dissolve an entity, including often one or more subsidiaries of a parent company.  I recently presented on Dissolving a Business during a continuing education seminar entitled Representing Small Businesses.  I have adapted my presentation for this article. By: Brian A. Lebrecht, Esq. Dissolution [...]

TLG Welcomes Back Ed Weaver

by Brian A. Lebrecht on February 11, 2013

The Lebrecht Group, APLC is pleased to welcome Edward H. Weaver back to the firm.  Ed was with TLG from March 2005 through September 2009, when he left to pursue various other professional and personal interests.  Ed has most recently been a partner at Baird Lamb, PLLC, practicing in the areas of corporate governance and [...]

Contract Drafting Techniques

by Brian A. Lebrecht on January 8, 2013

A Manual of Style for Contract Drafting Over the last month, I have become enamored with Kenneth A. Adams book, A Manual of Style for Contract Drafting.  I first became aware of the book while reading a popular lawyer drafting blog, decided to purchase it shortly thereafter, and have been fascinated by it every since.  [...]

SEC Enforcement: To Settle or Not to Settle Prior to Suit?

by Brian A. Lebrecht on November 13, 2012

There are known, and unknown, consequences to entering into a settlement agreement with SEC Enforcement prior to the time that a lawsuit is filed. Introduction If you have been in the securities industry for any period of time, you have undoubtedly seen an SEC Litigation Release discussing the SEC’s interpretation of events, followed by a [...]

Wells Notices: Do they Need To Be Disclosed?

by Brian A. Lebrecht on October 1, 2012

A recent court case sheds light on the issue. Introduction              A recent federal court decision has ruled that a company’s failure to disclosure the receipt of a Wells Notice did not form the basis for a private securities fraud action against the company.  Does this mean that public companies do not need to disclose [...]

How to Choose a Transfer Agent

by Brian Lebrecht on July 12, 2012

All of our public company clients use a transfer agent to keep track of their shareholders, and with over 16 years of securities law experience, I have interacted with dozens of transfer agents. This article will highlight just a few of the differences between transfer agents, and hopefully give you a list of things to [...]

Auditor Insight: Reverse Acquisitions

by Brian A. Lebrecht on July 11, 2012

Accounting for business combinations can be intimidating and challenging. Although legal documents attempt to spell out the terms of a business combination, there are situations where the accounting treatment for the transaction is based on the underlying accounting realities of the transaction versus explicit statements within an agreement.  More specifically, a business combination can turn [...]

FINRA Rule 6490: A Fix That Needs Fixing

by Craig Butler on March 14, 2012

When FINRA Rule 6490 was approved many thought it would streamline the process to effect a corporate change, why is it failing?   By:  Craig V. Butler, Esq. Introduction FINRA Rule 6490 was approved by the Securities and Exchange Commission on July 1, 2010, with the stated purposes of adopting rules to prevent fraudulent and [...]

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 [...]