Banking and Finance Law Articles

Articles written by attorneys and experts worldwide
discussing legal aspects related to Banking and Finance.

A Message from Uncle Sam to Taxpayers Who Have Undisclosed Foreign Bank Accounts: the Clock Is Ticking

OVDI: Is the IRS playing unfair? Read on...

How Does Venture Capital Work?

When starting up a business, one thing virtually every business owner runs into is a need for funding. There are a few ways one can acquire these funds, like dipping into personal savings, taking out bank loans, or through traditional stock sales. But, for a lot of money fast, one approach that is increasingly popular in the Internet age is venture capital. But what is it and how does it work?

An Overview of Turkish Defense and Aerospace Industry, Tendency to Domestic Production

Turkey as a member of NATO and due to its geographic location has been allocated the highest funds from the budget to defense industry for many years. Today the total turnover of defense and aerospace industry is around USD 4,5 - 5,0 billion.

Why Does Turkish Banking System Gain Importance?

Economic activities contribute to increase of banking sectors in Turkey since expectations have developed rapidly and there is a stability which has been sustained in the financial markets. Therefore, this situation reflects to ascend the effectiveness of supervision in the banking system.

The Emerging Turkish Sukuk Market: A Safer Way to Invest

Sharia compliant non interest paying Islamic instruments, Sukuk is on the rise throughout the global financial markets. The volume of the global Sukuk market which is currently led by Malaysia, has already reached a volume of 1.5 trillion dollars

Construction Contract and Project Finance - Turkey

The construction contract in an international project financing serves to give the project company a fully completed and equipped facility. In addition, it provides for delivery by the contractor of a facility that satisfies specified performance criteria, for a fixed or predictable price, and completed on a specific date.

What Is New for Private Equities in Basel III: The Turkish Experience

Basel III is a key regulation that is aiming to build on the already existing Basel II regulation by series of amendments. The regulation is considered one of the most critical for global financial stability considering the destabilizing role the banking sector had played during the latest global economic meltdown.

Agents of Foreign Companies in Turkey

Since the last decade due to the increase in FDI which is positively affected by GDP growth, Turkey has attracted many investors from all around the world. While some of those investors were looking for opportunities to set up their organizations some run their business through the agencies based in Turkey

A Corporate Guide for Private Equity Funds in Turkey: Board of Directors in Joint Stock Companies

The management of a company is one of the most crucial issues for private equity funds since it is the value of the acquisition itself. As a key component of funding by a private equity, the management refers to controlling of daily business.

A Corporate Guide for Private Equity Funds in Turkey: Shares and Shareholder Rights in Joint Stock Companies

In contrary to the decrease in European and U.S. markets the private equity funds in Turkey accelerating the volume of the investment day by day. Either financially backed by management buy-outs or leveraged buy-outs the acquisition by a private equity fund has a typical acquisition progress like in a private company.

A Crash Course in the Federal Sentencing Guidelines

The Federal Sentencing Guidelines are used by judges, prosecutors, and defense attorneys to determine the possible sentence, or the range of a possible sentence, for any federal crime. They are based on the concept that each type of offense should result in a sentence within a determined range – adjusted to the high or low end of the range – depending on certain known factors, including the defendant’s criminal history.[i]

Risk, Risk Allocation, Risk Mitigation & How to Ensure Flexibility in Project Finance - Turkey

Risk and the risk mitigation instruments have been assessed in order to ensure flexibility in the view of Project Sponsors and Project Company and these elements have been examined in detail according to project finance documental phases and project finance contracts individually. Privileged analysis states project financing is dependent on contracts and governed by contract law.

Whistleblower Comes Forward to Talk About Experience at SunFirst Bank

A whistleblower recently spoke at a conference in Las Vegas to discuss her experiences. She was the compliance officer at a bank where gambling funds were processed. She cooperated with federal regulators and exposed the illegal operations at the bank.

Virtual Currencies - A Question of Trust

The pressing need for regulatory clarification on Bitcoin and other virtual currencies in Europe and beyond.

What is a Ponzi Scheme

After the recent economic downturn, the news was filled with stories about various Ponzi schemes. Bernie Madoff became notorious for defrauding millions of dollars from high-profile investors through such a scheme. So what is a Ponzi scheme and why is it illegal?

Is the Bitcoin Legal?

Bitcoin is a form of electronic currency that functions without being backed by any governmental authority. Bitcoin is often called a “cryptocurrency” because it is decentralized and uses a complicated system of cryptography to prevent double-spending. This form of currency has become a matter of great public interest as authorities debate whether it is legal and, if so, how they can regulate its use in illegal transactions and monitor it for tax purposes.

How Legal Are Payday Loans?

Over the last few years, establishments known for their payday loan services have popped up on seemingly every street corner. With promises of helping the cash strapped get by until payday, these businesses seem imminently helpful. That is, until one reads the fine print and notices that they may be paying interest equivalent to an APR (annual percentage rate) of several hundred percent!

UCITS Report: Can a Leopard Change its Spots?

The European UCITS brand is a seal of quality recognized in financial centers the world over, spanning from Asia to the Americas. The widespread appeal of Ucits-compliant funds exists notwithstanding the significant additional compliance burden that is pinned unto UCITS-compliant managers. This is a success story that began in 1985 and has undergone three subsequent and significant amendments, with another one, possibly two, in the regulatory pipeline.

Bank of Cyprus, Back on Track!

Progress made with respect to the banking sector in Cyprus.

Cyprus Implements New EU Directive on Combating Late Payment in Commercial Transactions

In order to protect European businesses, in particular SMEs, against late payment and to improve their competitiveness, a new Directive 2011/7/EU on combating late payment in commercial transactions was adopted on 16 February 2011 and must be integrated into national law by Member States by 16 March 2013 at the latest.

EU Proposal for a European Bank Account Preservation Order

The European Commission has recently proposed to introduce an EU-wide freezing order known as a European Account Preservation Order (EAPO) to ease the recovery of cross-border debts for both citizens and businesses.

Banking Sector in Turkey and the Expectations for Basel III

The impressive growth of the Turkish economy during the course of the last decade has its parallel in the country's banking sector. As of June 2013 Turkey has a diversified banking base with 49 different banks operating in the country employing around 208.000 people with 11.445 branches all over Turkey. The annual rate of branching in the sector is 6.8% and the growth of employment in the Turkish banking sector is 5.3%.

What to Do if You Suspect Securities Fraud

After the recent financial problems of the first part of the 21st century, it is natural for investors to be wary of those who handle their financial investments. So what should you do if you notice something questionable in your account statements or trade confirmations?

World Economic Forum Confirms Malta’s Placing as a Top-20 Financial Services Jurisdiction

The Global Competiveness Report 2013-2014, prepared by the World Economic Forum, has ranked Malta’s financial services sector amongst the top 20 world nations, out of 148, with regards to issues related to soundness of its banking institutions (14th), the regulation of Securities Exchanges (17th) and the strength and reporting standards (13th), thereby reaffirming Malta’s position as a leading financial jurisdiction.

AIFMD - MFSA Issued a Consultation Document on the Depositary Lite Regime - Malta

On the 27th June 2013 the MFSA launched the new Investment Services Rulebooks which effectively transposed the AIFMD into the MFSA’s Rules.

The Fallout of Arthur Andersen and Enron on the Legal Landscape of American Accounting

It may have been a decade ago, but the fallout of the accounting scandals of the late 1990's and early 2000's continue to resonate through both of the accounting and legal professions. The largely self-regulated accounting profession has enacted numerous changes that continue to evolve in response to the scandals and pressure from government agencies and the public.

Bond Subscribers Facing Substantial Losses – Germany

Windreich GmbH is said to be bankrupt. An application for self-administered insolvency has been filed at the Municipal Court of Esslingen. The bond subscribers were informed in a letter.

Banks’ Duty of Confidentiality about Customer Secrets in Turkish Banking Law

Banks and banking transactions take an important place in finance. With regard to provide the protection of confidence and credibility, the protection of bank customer secrets has become very important. Obligation of secrecy is based on the principal of protection of individuals private life by Article 20 of Turkish Constitution.

General Solicitation and Advertising Now Permitted under Rule 506(c)

As of today, September 23, Securities and Exchange Commission (“SEC”) rules implementing some provisions of the JOBS Act have become effective. Among them is the new Regulation D Rule 506(c).

State Shuts Down Crowdfunding Website SoMoLend in Ohio

Since the JOBS Act became law, numerous crowdfunding websites have popped up on the Internet. This month, the first enforcement action was brought against a crowdfunding website.

Rule 506(C) Question and Answer

Private placement offerings under Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) are a cost effective and relatively quick way for private companies to raise capital before, during and after a going public transaction.

And You Thought Your Legal Fees Were High...Banks' Legal Fees Top $103 Billion After Housing Bubble Burst

If you have ever complained about your legal fees, or been reluctant to hire an attorney because you did not think you could afford it, just be glad you are not one of the six largest US Banks recovering from the collapse of the housing market and resulting financial crisis. Bloomberg reports that together, they have amassed a whopping $103 billion in legal costs since the beginning of the Great Recession.

Securities Laws and Investment Environment in Mauritius

The Securities Act in Mauritius has created a real kickoff in the investment environment.

Crowdfunding, Crowdinvesting, Kickstarter, and the JOBS Act

In 2012, the US federal government passed a bill called the JOBS act. Among its provisions was one allowing for small investments in exchange for equity in that company or project without having to go through the SEC or qualify as an investor. What is the difference between crowdinvesting and crowdfunding, what is Kickstarter, and how does it all work from a legal standpoint?

Insight into Turkey's Energy Market and New Energy Exchange EPIAS

Turkey proved its aspiration with the liberalization of electricity market for being an energy hub in the heart of Europe and Middle East territory. According to Türk Eletrik İletim Anonim Şirketi (TEİAŞ) 2012 report, the electricity demand in Turkey will arise within the range of 398-434 billion kWh in the light of historical perspective in 2023.

New Opportunities for Sukuk in Turkey

The Arabic term for Islamic securities Sukuk , commonly refers to the Islamic equivalence of bonds. The Islamic ban on interest payments is the root cause of the Islamic financial instruments such as Sukuk that provides the investor a share of an asset and its cash flows and involved risks.

Approved for Financing at the Dealer Then Denied a Few Days Later; What Happens Now

It is a horrifying situation. You buy a car, motorcycle, or RV by financing it at the dealership. You sign the paperwork and drive it home with the dealer's blessings only to discover a few days later that the financing has suddenly and unexpectedly been denied. Now the dealer wants its vehicle back and you are left holding the bag, maybe even out a down payment or other fees as well as the cost of any aftermarket additions to your vehicle. What do you do?

The Distinction between Rule 506(C) and Crowdfunding

The JOBS Act’s new rules permitting general solicitation and advertising in Rule 506 private placements will become effective on September 23, and there is still some confusion about the difference between crowdfunding and general solicitation and advertising in Rule 506(c) offerings.

What is Money Laundering and Why is It Illegal

A common topic on spy shows and mobster movies, money laundering may be an unclear concept for many. What is it? Is it illegal? If so, why? What are the elements of this crime?

The Opportunities Behind Angel Investments in Turkey

When Turkey first acquainted with franchising system, it was 1991. From that day to this, Turkey's economic perspective was entirely amended and currently ranked as the world's 17thlargest economy regarding GDP all over the world and converted into an integrated emerging market with a growing financial system.

Rule 506 l General Solicitation Countdown

Rule 506(c) will become effective in less than a month, on September 23, 2013. The rule fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if specific requirements are met. The SEC has confirmed that the Rule 506(c) exemption will not be forgiving for issuers who engage in general solicitation but fail to comply with its requirements.

Bad Actor Ban l General Solicitation Countdown

Companies seeking to raise capital through the sale of securities must either register the securities offering with the SEC or rely on an exemption from registration. Rule 506 of Regulation D is the most widely-used exemption from registration.

Smooth Sailing for General Solicitation Under Rule 506(c)

Rule 506(c) fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if they comply with the Rule’s specific requirements.

OTCMarkets Tiers

Unlike securities listed on stock exchanges such as NASDAQ or the NYSE, securities may trade through the OTCMarkets interdealer quotation system whether they are Securities and Exchange Commission (“SEC”) reporting issuer or not.

Mary Jane’s Last Dance l FINRA Issues Marijuana Scam Alert

Yesterday, FINRA sent a clear message to investors, “medical marijuana legal in almost 20 states, and recreational use of the drug recently legalized in two states, the cannabis business has been getting a lot of attention—including the attention of scammers”.

SEC Prevents Bogus Receiverships By Suspending Zombie Tickers

On June 24, 2013, the Securities and Exchange Commission (“SEC”) instituted administrative proceedings to revoke the registration of Green Solutions China, Inc., Yarraman Winery, Inc. (n/k/a Global Beverages, Inc.; (GBVI), and Yinlips Technology, Inc. pursuant to the Securities Exchange Act of 1934.

Going Public Bootcamp

The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”) reporting issuer.

ESMA’s Opinion on the Practical Arrangements for the Late Transposition of the AIFMD

ESMA - the European Securities and Markets Authority - published its opinion on arrangements for the late transposition of the AIFMD on 1st August 2013.

Payment Services New Rules for the Benefit of Consumers and Retailers - EU

In order to adapt the EU payments market to the opportunities of the single market and to support the growth of the EU economy, the European Commission adopted a package on 24th July 2013.

Asset Protection Strategies: Proactive, Prioritize, Get Informed

Asset Protection as a concept is fairly simple; you’ve worked hard and earned what you have, and you want to do everything that the law allows to keep as much of it as possible. However, asset protection as an executable legal strategy can be much more complex. Depending on your situation, estate planning, bankruptcy laws, real estate and business law can all come into play.

Going Public Options for Foreign Companies

Going Public Options for Foreign Companies

How Finra Rule 6490 Impacts Going Public Transactions

Smooth Sailing for Companies Avoiding Reverse Mergers in their Going Public Transactions.

IPO Prospectus Delivery

Under the Securities Act of 1933 as amended (the “Securites Act”), a Company that conducts an initial public offering (“IPO”) including in a going public transaction must adequately disclose material information to investors.

The SEC Registration Process

The offer and sale of securities is regulated by the Securities Act of 1933, as amended (“1933 Act”). Section 5 of the 1933 Act requires any offering to be registered with the SEC or exempt from registration.

Form 10 Shells l Reverse Mergers

Issuers seeking to raise capital often attempt to go public using a reverse merger with a public shell. Blank check companies that file Form 10 Registration Statements (“Form 10 Shells”) are marketed as handy vehicles private companies can use to go public easily.

Form 10 Registration Statements

Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This article addresses common questions we receive from clients about Form 10 registration statements.

DTC Chills: A Big Conspiracy or Just Fraud?

The Depository Trust Company (DTC) is the only stock depository in the United States. When DTC provides services as the depository for an issuer’s securities, its securities can trade electronically.

SEC Comments 101

Securities offerings are regulated by the Securities Act of 1933, as amended, (the “Securities Act”). Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from the SEC’s registration requirements.

Going Public l OTCMarkets OTCQB

Many private companies seeking to go public are opting to list on the OTCMarkets OTCQB. The OTCMarkets Group operates an electronic inter-dealer quotation system called OTC Link.

Registration Statements

This article addresses the most common questions we receive about going public using Form S-1 and the SEC registration statement process.

SEC Registration Statement Comments

Securities offerings are regulated by the Securities Act of 1933, as amended, (the “Securities Act”). Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from the SEC’s registration requirements.

Using Rule 506 in Going Public Transactions

Private companies going public often file a registration statement with the Securities and exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as part of their going public transaction.

Securities Registration 101

Many private companies file a registration statement filing with the SEC in connection with their going public transaction. The most commonly used registration statement form is Form S-1.

Advantages of Using Cayman Islands Exempted Companies for Investment Purposes and Finance Transactions

  By Loeb Smith
The Cayman Islands exempted company is the corporate vehicle of choice among international investment fund managers and investors. The popularity of the exempted company is principally as a result of the Cayman Islands being rightly recognized as a stable jurisdiction for structuring international investments owing to the following features.

FIAU Annual Report 2012 - Malta

On the 15th July 2013, the Malta Financial Services Authority (MFSA) issued a Notice for the purpose of formally notifying all Financial Services License Holders of the recent publication of the Malta Financial Intelligence Analysis Unit (FIAU) Annual Report for 2012, issued in terms of Article 42(1) of the Prevention of Money Laundering Act (Chapter 373, Laws of Malta).

Reverse Mergers 101

Traditionally, private companies become publicly traded by registering an offering under the Securities Act of 1933, as amended. Another established method for private companies to obtain public company status is through a Reverse Merger (“Reverse Merger”) with a public shell company.

The OTC Pink Tier

OTCMarkets Group operates the world’s largest electronic inter-dealer quotation system for broker-dealers to trade unlisted securities. The OTCMarkets Group categorizes issuers into three tiers to fit the wide spectrum of OTC issuers.

OTCMarkets Disclosure Tiers

Companies who go public can list on national securities exchanges such as NASDAQ, the American Stock Exchange or the New York Stock Exchange. The securities of companies who go public can also be quoted by The OTCMarkets Group, Inc. (“OTCMarkets”).

Initial Public Offerings 101

An Initial Public Offering (“IPO”) is often used by a private issuer seeking to go public as part of its going public transaction. An IPO involves registration with the SEC of an offering of securities by a private issuer.

Direct Public Offerings 101

Many private companies are unable to locate an underwriter prior to going public. A direct public offering (“Direct Public Offering”) provides a viable solution to this dilemma.

EC Proposal for New Investment Fund Framework - ELTIF

On the 28th June 2013, the Malta Financial Services Authority (MFSA) issued a Circular to the Financial Services Industry on the proposal by the European Commission for the implementation of a new investment fund framework designed for investors desirous of effecting long-term investments into corporate entities and projects.

MFSA Circular - Binary Options

On the 17th July 2013, the Malta Financial Services Authority (MFSA) issued a Circular to the financial services industry confirming its position in respect of investment services provided in relative to binary options. The Circular follows clarification by the European Commission of the relevant issues in terms of the Markets in Financial Instruments Directive, 2004/39/EC, (MiFID) and expressly confirms that binary options do fall within scope of the said MiFID Directive.

AIFMD Q&A - Malta

We are a custodian bank based outside the EU currently considering establishing a presence in Malta with a view towards servicing Malta-licensed alternative investment funds. When should we expect Malta-based funds to be required to engage the services of a Malta-based depositary in conformity with the new AIFMD requirements? Are there any exceptions that apply, permitting other non-Maltese depositaries to service Malta-licensed funds?

Alternative Investment Fund Managers Directive – Implications for Non-EU Managers of Non-EU Funds

  By Loeb Smith
As 22 July 2013 looms ever closer, as part of our continuing legal update series on this topic, this Guidance Note seeks to consider the impact of the Alternative Investment Fund Managers Directive (the “Directive”) for non-EU Managers who manage Cayman Islands domiciled funds.

SEC Approves JOBS Act Requirement to Lift General Solicitation Ban

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted a new rule to implement a JOBS Act requirement to lift the ban on general solicitation or general advertising for certain private securities offerings. The SEC also adopted rules that disqualify felons and other bad actors from participating in certain securities offerings as required by the Dodd-Frank Act.

Proposals for a Fourth Anti-Money Laundering Directive - EU

The European Central Bank ("ECB") and the Economic and Monetary Affairs Committee ("ECON") have issued opinions following the adoption by the European Commission, on 5th February 2013, of a Proposal for a Fourth Anti-Money Laundering Directive and a Proposal for a Regulation on Information Accompanying Transfers of Funds, to reinforce the EU's existing rules on anti-money laundering and fund transfers.

Spin-Offs 101

A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes shares of its subsidiary (“Subsidiary”) to the Parent’s shareholders so that the Subsidiary becomes a separate, independent company.

Permissible Uses of Form S-8

Registration of securities on Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

Rule 144 Checklist

The Securities Act of 1933, as amended (the “Securities Act”) requires the sale of a security to be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration.

SEC Suspends Trading in the Securities of Norstra Energy

On June 26, 2013, the Securities and Exchange Commission (“SEC”) suspended trading in the stock of Norstra Energy, Inc. (NORX).

Rule 506 of Regulation D Requirements

To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or must offer and sell the securities pursuant to an exemption from the registration statement requirements.

Malta Is AIFMD Ready

With approximately a month to go from the transposition deadline, Malta has announced that it is first member state to have fully transposed the Alternative Investment Fund Management Directive (“AIFMD / Directive”).

Securities Registration in Going Public Transactions

Many companies file a registration statement filing with the SEC in connection with their going public transaction. The most commonly used registration statement form is Form S-1.

Getting Current l SEC Filings

Public companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act.

SEC Sues Imaging3 and CEO Dean Janes for Fraud

On June 26, 2013, the Securities and Exchange Commission (“SEC”) filed an enforcement action charging Imaging3, Inc. (IMGGQ), and Dean Janes, its CEO, with securities fraud, accusing Janes of misleading shareholders about actions taken by the Food and Drug Administration (“FDA”) in connection with the company’s product.

Reverse Mergers l The Game Changers

Shell brokers continue to tout the virtues of reverse merger transactions, despite recent rule changes that eliminate many if not all of the benefits once conferred by them.

Note for Consultation - Implementation of AIFMD - Malta

On the 18th June 2013, the Malta Financial Services Authority (MFSA) issued a Note for Consultation on the proposed implementation of the Alternative Investment Fund Managers Directive (‘AIFMD’).

Confidential Submission of Draft SEC Registration Statements

The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis.

Funding Portals 101

The JOBS Act includes provisions to allow intermediaries known as “Crowdfunding Portals” to assist companies with raising capital using the internet. Crowdfunding Portals will serve as attractive capital raising centers for private companies seeking to go public in need of seed capital.

The JOBS Act – The Crowdfunding Limbo

The Jumpstart Our Business Startups (“JOBS”) Act was signed into law by President Obama on April 5, 2012. The JOBS Act requires the Securities and Exchange Commission (the “SEC”) to issue final regulations regarding the portions of the JOBS Act relating to crowdfunding within 270 days of the law’s enactment on December 31, 2012.

The OTCBB – an Obsolete Marketplace

The OTC Bulletin Board (“OTCBB”) is an electronic quotation system that provides real-time quotes, last-sale prices, and volume information for some over-the-counter securities not listed on a national securities exchange such as NASDAQ.

Market Makers 101

The last step in going public transactions is for the soon-to-be-public company to obtain a stock trading or ticker symbol. In order to obtain a ticker symbol, the company seeking to go public’s stock must first be listed on a national securities exchange or qualify for quotation on the OTCMarkets’ Pink Sheets, OTCQB, or OTCQX markets.

Crowdfunding l The SEC’s Invisible Rule

The Jumpstart Our Business Startups (“JOBS”) Act was signed into law by President Obama on April 5, 2012. The JOBS Act requires the Securities and Exchange Commission (the “SEC”) to issue final regulations regarding the portions of the JOBS Act relating to crowdfunding within 270 days of the law’s enactment on December 31, 2012. As of May 5, 2012, the SEC still has not issued the required JOBS Act’s final regulations concerning crowdfunding.

Rule 144’s Adequate Current Public Information Requirement

Rule 144(c) of the Securities Act of 1933, as amended (the “Securities Act”) requires that stockholders of public companies relying upon Rule 144 satisfy its adequate current public information requirement. The requirements depend upon whether the issuer is a reporting or non-reporting company.

Form 211 l Going Public l OTC Pink Sheets

Many private companies that go public are opting for the listing on the OTCMarket’s Pink Sheets due to the increased costs and more stringent regulations associated with Securities and Exchange Commission (“SEC”) reporting.

Rules of the Road l Uplisting to the OTCMarkets OTC Pink Sheets

The OTCMarkets Group operates an electronic inter-dealer quotation system called OTC Link that broker-dealers use to trade securities not listed on a national securities-related exchange. OTCMarkets rank issuers in tiers; each issuer’s rank depends upon the amount of disclosure provided. Issuers using SEC Rule 15c2-11 qualify for the “OTC Pink Current Information” tier.

Going Public Question & Answer l Ask Securities Lawyer 101

Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers must become familiar.

OTCQX Eliminates Penny Stocks l Securities Lawyer 101

The OTCMarkets describes its OTCQX marketplace as the premier tier of the U.S. Over-the-Counter (OTC) markets, providing investors with an objective measure to ide3ntify exceptional OTC-traded companies.

Why Both Private and Public Companies Need a Securities Attorney

Why Both Private and Public Companies Need a Securities Attorney

Broker-Dealer Registration 101

Broker-dealers are subject to regulation by the SEC, FINRA, Self Regulatory Organizations (“SROs”) such as stock exchanges, and the states in which they do business.

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