Representation of public companies generally includes compliance with the offering rules, regulations and exemptions contained in the Securities Act of 1933, as amended; reporting requirements of the Securities Exchange Act of 1934, as amended; state corporate and securities laws compliance; and compliance with the rules for quotation in the over the counter market including pinksheets.com and the over the counter bulletin board.
Our areas of representation under the Securities Act of 1933, as amended, include, but are not limited to--
- The preparation of initial public offering documents such as an S-1 registration statement and subsequent filing and clearing of such registration statement with the SEC;
- Assistance with the preparation and clearance of a 15c2-11 application with FINRA (through a market maker);
- The preparation and filing of short form registration statements under Regulation A and subsequent filing and clearing of such registration statement with the SEC;
- The preparation and filing of state registration statements under Rule 504 and subsequent filing and clearing of such registration statement with the subject state;
- The preparation and filing of multi-state small offerings pursuant to SCOR and subsequent clearing of such offerings;
- The preparation of offering documents under a securities registration exemption such as Regulation D or Section 4(2);
- State blue sky compliance for both public and private offerings; and
- Advise and consult and preparation of opinion letters relating to the Rule 144 and Rule 144A safe harbors for selling unregistered securities.
In particular, areas of representation under the Securities Act of 1934, as amended, include, but are not limited to--
- Assistance with the preparation and filing of annual, quarterly and periodic filings including forms 10-K, 10-Q and 8-K;
- Assistance with officer and director filing requirements including Forms 3, 4 and 5 under Section 16 and Forms 13D and 13G under Section 13;
- Preparation of employee stock option plans and S-8 registration statements;
- Preparation of and assistance with completing the proxy rule requirements, including a 14A notice of special or annual meeting and 14C Information statement;
- Regulation FD compliance regarding information to the public and corporate communications;
- Preparation of S-4 registration statements in relation to mergers and acquisitions; and
- Advise and consult regarding insider trading rules.