In its “Operations Plan Under a Lapse in Appropriations and Government Shutdown,” the SEC lays out with surprising candor the bare-bones framework it must follow when Congress fails to fund it. Here’s a breakdown of what the SEC… Read More
The CAT, mandated by Rule 613 of Regulation NMS following the 2010 Flash Crash, was intended to enhance market surveillance by creating a comprehensive audit trail of trading activity.
Prepared by Hamilton & Associates Law Group, P.A. www.securitieslawyer101.com Introduction Restricted and control securities are common in private placements, employee compensation, and merger transactions. Although these shares are “restricted” at issuance, they may later become eligible for resale… Read More
Company shareholders, whether employees, founders, or early investors, are increasingly looking to secondary marketplaces like Forge Global, Nasdaq Private Market (NPM), and Illiquidx to sell the shares they purchase in exempt offerings such as Regulation D. We often… Read More
Deep-Sea Mining and Capital Markets As demand surges for strategic minerals like nickel, cobalt, manganese, and rare earths, deep-sea mining firms are increasingly turning to public markets as a path to raise the substantial capital needed for exploration,… Read More
On September 29, 2025, the U.S. Securities and Exchange Commission (SEC) issued back-to-back trading suspensions for two foreign issuers listed on the Nasdaq Capital Market, underscoring regulatory concerns about fraudulent, social-media-driven stock manipulation. These are the first SEC… Read More
Yesterday, Bollinger Innovations Inc. (BINI) (formerly Mullen Automotive, Inc. (MULN)) announced a 1:250 reverse stock split, effective Monday, September 22, 2025, in an effort to regain compliance with the Nasdaq’s minimum bid price rule. Under this plan, every… Read More
In securities law, determining whether someone is an affiliate can impact everything from the resale of shares to a company’s qualification for certain SEC filings. In other words, “affiliate” status isn’t just a label—it’s a regulatory ripple effect…. Read More
When it comes to the resale of securities, few areas of securities law generate as much scrutiny as those involving shell companies. Investors and issuers alike must navigate complex restrictions under the Securities Act, particularly the interplay of… Read More
President Donald Trump has revived an idea he first floated during his earlier administration: doing away with quarterly reporting requirements for U.S. public companies. This move aligns with President Trump’s vision of reducing bureaucratic hurdles and fostering a… Read More
A Direct Public Offering (DPO) is an effective method for private companies to raise capital by selling securities directly to the public without intermediaries like underwriters or investment banks. This approach, also known as a direct listing, eliminates… Read More
On September 3, 2025, Nasdaq unveiled proposed updates to its listing standards, designed to strengthen investor protections and enhance market integrity. The changes come amid heightened concerns about market manipulation and liquidity in smaller company securities, and reflect… Read More
As a public company in the U.S., staying on top of your reporting obligations under the Securities Exchange Act of 1934 (Exchange Act) is crucial. These requirements ensure transparency, keep investors informed about key developments, and help maintain… Read More
A federal appeals court has ordered the Securities and Exchange Commission to take a fresh look at the economic impact of its short-sale transparency regime—a notable win for hedge fund groups that sued to block it. On August… Read More
For public companies in the U.S., the audit committee plays a critical role in maintaining investor confidence and ensuring accountability. Audit committees sit at the intersection of corporate governance, financial integrity, and risk oversight. If you serve on… Read More
In 2023 and 2024, Florida lawmakers overhauled Chapter 517, the Florida Securities and Investor Protection Act, ushering in a new era for businesses and investors. Effective October 1, 2024, these changes make it easier for Florida companies to… Read More
When a company goes public on the Nasdaq Stock Market, it must comply with various requirements, including obtaining stockholder approval for certain transactions involving 20% or more of the company’s stock or voting power. This is particularly important… Read More
In a recent move, the U.S. Securities and Exchange Commission (SEC) issued a concept release examining the definition of a Foreign Private Issuer. This step underscores the SEC’s effort to evaluate whether the current framework still makes sense in today’s interconnected… Read More
If you’re eyeing a listing on the New York Stock Exchange (NYSE) or Nasdaq Stock Market (Nasdaq), you’ll need to align your board and operations with robust corporate governance standards. These rules, enforced by the exchanges and the Securities and Exchange Commission (SEC), aim to promote accountability, fairness, and investor confidence.
Item 401 of Regulation S-K requires that companies make certain disclosures about their directors, executive officers, and nominees. This information helps shareholders evaluate leadership quality, governance practices, and potential risks when voting on board elections or assessing investment opportunities.
For foreign private issuers (FPIs) listed in the United States, staying compliant with U.S. Securities and Exchange Commission (SEC) regulations is a critical task. Among the various reporting obligations, Form 6-K stands out as a key mechanism for… Read More
Listing on Nasdaq is a major milestone for companies aiming to go public, offering access to global capital markets and increased visibility. However, the process is complex, requiring careful preparation and compliance with strict regulatory standards. This guide… Read More
The NASDAQ listing process involves several steps and requirements for companies seeking to list their securities on one of NASDAQ’s three market tiers: the NASDAQ Capital Market, NASDAQ Global Market, or NASDAQ Global Select Market. Companies going public… Read More
Public companies that are foreign private issuers listed on the Nasdaq Stock Exchange are subject to specific corporate governance requirements, which are less stringent than those applied to U.S.-based issuers. These issuers may adhere to their home country’s… Read More
Social media has transformed the way information spreads, connecting billions of users instantly. While this connectivity fosters communication and engagement, it also creates fertile ground for market manipulation. Social media platforms, with their vast reach and rapid dissemination,… Read More
In the age of social media, financial influencers, or “finfluencers,” have become powerful voices in shaping investment decisions. With large followings on platforms like TikTok, Instagram, YouTube, and X, finfluencers offer financial advice, promote investment products, and share… Read More
In recent months, Nasdaq Stock Market LLC (“Nasdaq”) diversity rules and Securities and Exchange Commission (“SEC”) climate disclosures for public companies have been struck down. On December 11, 2024, the Court of Appeals for the Fifth Circuit struck down… Read More
On July 1, 2025, the Securities and Exchange Commission (“SEC“) charged William A. Justice, Brian D. Shibley, and Randell R. Torno, each a former Chief Executive Officer (“CEO”) of a penny-stock public company, and Keith A. Rosenbaum, a… Read More
Launching an Initial Public Offering (IPO) on the Nasdaq or NYSE is a significant milestone for companies aiming to access public capital markets. These prestigious exchanges offer visibility, liquidity, and credibility, but the process involves stringent regulatory oversight…. Read More
What Happens at the SEC During a Government Shutdown?
In its “Operations Plan Under a Lapse in Appropriations and Government Shutdown,” the SEC lays out with surprising candor the bare-bones framework it must follow when Congress fails to fund it. Here’s a breakdown of what the SEC… Read More
Category: Blog Posts Tags: acceleration requests, advisory guidance, amendments, Antideficiency Act, business days, comment letters, cybersecurity, Division of Trading and Markets, Edgar, emergency relief, essential functions, exemptive letters, filings, government shutdown, HR/administrative functions, interpretive letters, lapse in appropriations, market stability, minimal personnel, no-action letters, Operations Plan, Periodic Reports, physical security, post-shutdown catch-up, prospectus supplements, proxy materials, registration statements, Regulation S-X, restart planning, Rule 14a-8, Rule 3-13, SEC, shareholder proposals, shelf takedowns, staff review, [email protected], WKSIs
SEC Takes Action to Curb Skyrocketing Costs of Consolidated Audit Trail
The CAT, mandated by Rule 613 of Regulation NMS following the 2010 Flash Crash, was intended to enhance market surveillance by creating a comprehensive audit trail of trading activity.
Category: Blog Posts Tags: Audit Trail, Paul Atkins, SEC Cat, SEC Consolidated Audit Trail
Restricted Stock Q&A — 2025 Edition
Prepared by Hamilton & Associates Law Group, P.A. www.securitieslawyer101.com Introduction Restricted and control securities are common in private placements, employee compensation, and merger transactions. Although these shares are “restricted” at issuance, they may later become eligible for resale… Read More
Category: Blog Posts Tags: affiliate restrictions, broker-dealer compliance, control stock, convertible notes and warrants, current public information, enforcement risk management, Form 144 filing thresholds, holding period requirements, legend removal opinions, manner-of-sale rules, private placements, Regulation D and Regulation S, resale exemptions, restricted securities, Rule 144, Rule 144A resales, SEC reporting compliance, Section 4(a)(1) exemption, Securities Attorney, shell company limitations, transfer agent procedures, Volume Limitations
Rule 144 Resales of Restricted Securities of Shell Companies and Former Shell Companies
Rule 144(i): The Restriction on Shell Company Resales – What Stockholders and Issuers need to know.
Category: Blog Posts Tags: Exchange Act Reporting, Legal Opinion, Non-reporting shell, Reporting Shell, Rule 144, Rule 144(i), Rule 405, SEC Release No. 33-8869, SEC Reporting, SEC Reporting Shell, Section 4(a)(1), Shell Company, Transfer Agent
Selling Private Placement Shares on Forge Global, Nasdaq Private Market, or Illiquidx
Company shareholders, whether employees, founders, or early investors, are increasingly looking to secondary marketplaces like Forge Global, Nasdaq Private Market (NPM), and Illiquidx to sell the shares they purchase in exempt offerings such as Regulation D. We often… Read More
Category: Blog Posts Tags: Forge Global, Illiquidx, nasdaq, Nasdaq Private Market, Private Placement, Regulation D, restricted shares, Rule 144, Rule 506(b), Rule 506(c), Selling Shares
Deep-Sea Mining, Public Market: Capital, Risk, and Regulatory Turbulence
Deep-Sea Mining and Capital Markets As demand surges for strategic minerals like nickel, cobalt, manganese, and rare earths, deep-sea mining firms are increasingly turning to public markets as a path to raise the substantial capital needed for exploration,… Read More
Category: Blog Posts Tags: biodiversity frameworks, capital markets access, Deep-sea mining, DSHMRA permitting, ESG reporting, geopolitical tensions, governance obligations, High Seas Treaty pressures, international waters strategy, investor scrutiny, IPOs and SPACs, ISA non-membership, litigation risk, Nasdaq listings, NYSE standards, regulatory disclosure, robotics and ocean tech, secondary offerings, shelf registrations, Trump Executive Order 2025, UNCLOS divergence
SEC Trading Suspensions of QMMM, SDM – New SEC Cross-Border Task Force
On September 29, 2025, the U.S. Securities and Exchange Commission (SEC) issued back-to-back trading suspensions for two foreign issuers listed on the Nasdaq Capital Market, underscoring regulatory concerns about fraudulent, social-media-driven stock manipulation. These are the first SEC… Read More
Category: Blog Posts Tags: Foreign Issuer, Nasdaq Capital Market, NASDAQ stock market, Nasdaq Trading Suspension, QMMM, QMMM Holdings Limited, SDM, SEC Action, SEC Trading Suspension, Smart Digital Group Limited, Temporary Trading Suspensions, trading suspension
Bollinger Innovations: The Curious Case of the Disappearing Investor
Yesterday, Bollinger Innovations Inc. (BINI) (formerly Mullen Automotive, Inc. (MULN)) announced a 1:250 reverse stock split, effective Monday, September 22, 2025, in an effort to regain compliance with the Nasdaq’s minimum bid price rule. Under this plan, every… Read More
Category: Blog Posts Tags: accumulated deficit, bid price requirement, Bollinger Innovations, Convertible Notes, debt financing, delisting risk, Dilution, financial distress, frequent reverse splits, investment loss, investment lossreverse stock split, Investor losses, market value of listed securities, minimum bid price, Mullen Automotive, MVLS deficiency, NASDAQ compliance, Nasdaq listing rules, operational losses, retail investors, reverse stock split, Securities Attorney, serial reverse splits, share consolidation, share dilution, shareholder value, shareholder value destruction, stock price decline, stockholders' equity deficit, suspension/delisting, toxic debt, vehicle sales
What Does It Mean to Be an “Affiliate”?
In securities law, determining whether someone is an affiliate can impact everything from the resale of shares to a company’s qualification for certain SEC filings. In other words, “affiliate” status isn’t just a label—it’s a regulatory ripple effect…. Read More
Category: Blog Posts Tags: 10% shareholder rules, accelerated filer, affiliate definition, affiliate status determination, average weekly trading volume, baby shelf rule, beneficial ownership, Emerging Growth Company, Exchange Act Rule 12b-2, Form 144 filing, Form 3, Form 4, Form 5, Form S-3 Eligibility, indirect primary offerings, insider trading regulations, large accelerated filer, non-affiliate float, primary offerings, public float calculation, Rule 144 resale restrictions, SEC affiliate rules, SEC Reporting Obligations, secondary offerings, Section 16 reporting requirements, Section 4(a)(1) exemption, Section 4(a)(7) exemption, Securities Act Rule 405, Securities Attorney, securities law compliance, short-swing profit rule, Smaller Reporting Company, SOX Section 404(b) compliance, Volume Limitations
Rule 144 and 145: The SEC’s Favorite Party Poopers
When it comes to the resale of securities, few areas of securities law generate as much scrutiny as those involving shell companies. Investors and issuers alike must navigate complex restrictions under the Securities Act, particularly the interplay of… Read More
Category: Blog Posts Tags: affiliates, asset transfers, consolidations, Control Securities, Form 144, former shell companies, holding period, Investor Protection, manner of sale, margin loans, public information, reclassifications, regulatory compliance, resale restrictions, restricted securities, Reverse Mergers, Rule 144, Rule 145, Securities Act of 1933, Securities and Exchange Commission (SEC), Securities Attorney, Shell Companies, underwriters, Volume Limitations
Trump Says No More Nasty 10-Qs — Make SEC Reporting Great Again
President Donald Trump has revived an idea he first floated during his earlier administration: doing away with quarterly reporting requirements for U.S. public companies. This move aligns with President Trump’s vision of reducing bureaucratic hurdles and fostering a… Read More
Category: Blog Posts Tags: annual report Form 10-K, compliance burden reduction, corporate governance, corporate reporting costs, financial transparency, foreign issuer reporting model, Form 10-Q elimination, Form 8-K material event disclosure, information asymmetry, Investor Protection, Investor Relations, long-term business strategy, market volatility, regulatory reform, SEC disclosure rules, Securities Attorney, securities law changes, semi-annual reporting requirements, short-termism in markets, Trump proposal to end quarterly reporting, U.S. capital markets
Direct Public Offerings in 2025
A Direct Public Offering (DPO) is an effective method for private companies to raise capital by selling securities directly to the public without intermediaries like underwriters or investment banks. This approach, also known as a direct listing, eliminates… Read More
Category: Blog Posts Tags: 10-K, 10-Q, 8-K, audited financial statements, Business Growth, capital markets, capital raising, comment process, compliance, corporate governance, Direct Listing, Direct Public Offering, disclosure requirements, DPO, DTC Eligibility, Exchange Act Reporting, Exempt Offering, FINRA Form 211, Form S-1, fundraising strategy, Going Public, Going Public Attorney, Going Public Benefits, going public roadmap, integration rules, investor communications, Investor Relations, IPO vs DPO, jobs act, legal guidance, liquidity, Market Maker, microcap companies, non-traditional IPO, OTC Markets, PCAOB Audit, post-offering obligations, Private Placement, recognition in public markets, Reg A, Regulation A, regulatory process, Reporting Company, Rule 506(c), SEC Registration, SEC review, securities compliance, securities law compliance, Securities Lawyer, shareholder records, shell company scrutiny, small cap issuers, Tier 2 offering, Transfer Agent, underwriter alternatives
Nasdaq Proposes Tougher Listing Standards
On September 3, 2025, Nasdaq unveiled proposed updates to its listing standards, designed to strengthen investor protections and enhance market integrity. The changes come amid heightened concerns about market manipulation and liquidity in smaller company securities, and reflect… Read More
Category: Blog Posts Tags: capital markets, China-based companies, compliance standards, delisting rules, FINRA cooperation, Investor Protection, IPO standards, liquidity requirements, market integrity, market stability, Nasdaq listing standards, public float requirement, pump-and-dump schemes, regulatory reforms, reverse stock splits, SEC approval, shareholder requirements, suspension process, U.S. stock exchange, underwriter oversight
Navigating Periodic Reporting for U.S. Public Companies
As a public company in the U.S., staying on top of your reporting obligations under the Securities Exchange Act of 1934 (Exchange Act) is crucial. These requirements ensure transparency, keep investors informed about key developments, and help maintain… Read More
Category: Blog Posts Tags: accelerated filer, CEO/CFO certifications, compliance best practices, deregistration process, disclosure controls and procedures, Exchange Act compliance, filer categories, financial transparency, Form 10-K, Form 10-Q, Form 15, Form 25, Form 8-K, Form S-3 Eligibility, Form S-8 Registration, internal control over financial reporting, Investor Protection, IPO reporting obligations, JOBS Act thresholds, large accelerated filer, late filings consequences, machine-readable financial data, non-accelerated filer, Periodic Reporting, proxy statement filing, public company compliance, public float calculation, reporting company definition, Rule 144 eligibility, Sarbanes-Oxley Act, SEC comment letters, SEC EDGAR system, SEC filing deadlines, SEC Reporting Requirements, SEC review process, Securities Attorney, Smaller Reporting Company, SOX certifications, suspension of reporting obligations, XBRL reporting
Hedge Funds Just Won a Key Review of the SEC’s Short-Sale Disclosure Rule. Here’s What It Means.
A federal appeals court has ordered the Securities and Exchange Commission to take a fresh look at the economic impact of its short-sale transparency regime—a notable win for hedge fund groups that sued to block it. On August… Read More
Category: Blog Posts Tags: aggregated anonymized reporting, appeals court remand, compliance delay, compliance systems, Consolidated Audit Trail CAT, cost-benefit analysis, cumulative economic effects, EDGAR Filer Manual, EDGAR filing updates, February 17 2026 deadline, federal appeals court decision, financial market oversight, Form SHO, Gary Gensler, hedge fund compliance costs, hedge fund victory, Hester Peirce, institutional investment managers, Investor Protection, Mark Uyeda, market structure rules, meme-stock era reforms, proprietary trading strategies, regulatory burden, regulatory transparency, Rule 13f-2, SEC economic analysis, SEC short sale disclosure rule, SEC temporary exemption, Short Interest Reporting, short-sale transparency
Navigating Audit Committee Requirements
For public companies in the U.S., the audit committee plays a critical role in maintaining investor confidence and ensuring accountability. Audit committees sit at the intersection of corporate governance, financial integrity, and risk oversight. If you serve on… Read More
Category: Blog Posts Tags: annual updates, audit committee, audit committee charter, committee composition, committee structure, corporate governance, corporate integrity, cybersecurity threats, director workload, diverse expertise, ESG disclosures, financial expert, financial integrity, financial literacy, financial reporting, independence, independent counsel, internal controls, investor confidence, Nasdaq requirements, NYSE Requirements, ongoing education, performance evaluation, public companies, regulatory compliance, risk oversight, SEC regulations, self-evaluation, value creation
Navigating Florida’s Revamped Securities Laws
In 2023 and 2024, Florida lawmakers overhauled Chapter 517, the Florida Securities and Investor Protection Act, ushering in a new era for businesses and investors. Effective October 1, 2024, these changes make it easier for Florida companies to… Read More
Category: Blog Posts Tags: Accredited Investor Exemption, Accredited Investors, anti-fraud provisions, capital raising, Chapter 517, crowdfunding reform, demo day presentations, disclosure requirements, Florida Securities and Investor Protection Act, integration of offerings, intrastate offerings, Invest Local Exemption, investor protections, Limited Offering Exemption, non-accredited investors, Office of Financial Regulation, registration exemptions, rescission rights, Securities Attorney, Securities Guaranty Fund, securities reform, testing the waters
NASDAQ’s 20% Rule – Consideration When Going Public
When a company goes public on the Nasdaq Stock Market, it must comply with various requirements, including obtaining stockholder approval for certain transactions involving 20% or more of the company’s stock or voting power. This is particularly important… Read More
Category: Blog Posts Tags: aggregation, anti-dilution provisions, change of control, convertible securities, corporate governance, discounted issuance, financial viability exception, Foreign Private Issuers, initial public offering (IPO), Listing of Additional Shares Notification, Minimum Price, Nasdaq 20% Rule, Nasdaq listing compliance, pre-IPO financing, pre-IPO planning, proxy statement, Public Offering, SEC regulations, Securities Attorney, securities issuance, share caps, shareholder meeting, stockholder approval, voting power, wall-crossed offerings, warrants
Understanding the SEC’s Concept Release on the Definition of a Foreign Private Issuer
In a recent move, the U.S. Securities and Exchange Commission (SEC) issued a concept release examining the definition of a Foreign Private Issuer. This step underscores the SEC’s effort to evaluate whether the current framework still makes sense in today’s interconnected… Read More
Category: Blog Posts Tags: American Depositary Receipts, compliance costs, concept release, cross-border investment, Foreign Private Issuer, Form 20-F, Form F-1, global capital markets, globalized corporate structures, International Financial Reporting Standards, Investor Protection, IPO strategy, listing options, nasdaq, non-U.S. public company, nyse, regulatory amendments, regulatory flexibility, SEC, stakeholder feedback, transparency, U.S. capital markets, U.S. GAAP
Navigating Corporate Governance: Requirements for Nasdaq and NYSE Companies
If you’re eyeing a listing on the New York Stock Exchange (NYSE) or Nasdaq Stock Market (Nasdaq), you’ll need to align your board and operations with robust corporate governance standards. These rules, enforced by the exchanges and the Securities and Exchange Commission (SEC), aim to promote accountability, fairness, and investor confidence.
Category: Blog Posts Tags: audit committee, audit committee financial expert, board diversity, board of directors, compensation committee, controlled company exemption, corporate governance, corporate governance committee, Director Independence, equity plans, executive compensation, financial literacy, Foreign Private Issuer, independent directors, insider trading policies, IPO phase-in periods, Nasdaq listing requirements, nominating committee, NYSE listing requirements, reverse stock splits, SEC regulations, whistleblower policy
Navigating SEC Disclosures: Director and Executive Officer Information
Item 401 of Regulation S-K requires that companies make certain disclosures about their directors, executive officers, and nominees. This information helps shareholders evaluate leadership quality, governance practices, and potential risks when voting on board elections or assessing investment opportunities.
Category: Blog Posts Tags: audit committee, Bankruptcy, board independence, business experience, corporate governance, director qualifications, directors, diversity disclosures, ESG factors, executive officers, family relationships, Form 10-K, Form S-1, investor decisions, ISS recommendations, Item 401, legal proceedings, nominees, overboarding, proxy statement, public companies, Regulation S-K, SEC disclosure, shareholder voting, significant employees, SPACs, transparency
Navigating SEC Form 6-K
For foreign private issuers (FPIs) listed in the United States, staying compliant with U.S. Securities and Exchange Commission (SEC) regulations is a critical task. Among the various reporting obligations, Form 6-K stands out as a key mechanism for… Read More
Category: Blog Posts Tags: antifraud provisions, best practices, compliance, cybersecurity incidents, earnings announcements, EDGAR system, English translation, financial disclosures, Foreign Private Issuers, Form 20-F, Form F-3, Going Public, incorporation by reference, interim financials, liability, material information, materiality, non-GAAP measures, Periodic Reports, Regulation FD, Regulation G, Rule 135c, Safe Harbor, SEC Form 6-K, Securities Lawyer, shareholder reports, U.S. Securities and Exchange Commission, unregistered offerings, XBRL formatting
Navigating the Nasdaq Listing Process
Listing on Nasdaq is a major milestone for companies aiming to go public, offering access to global capital markets and increased visibility. However, the process is complex, requiring careful preparation and compliance with strict regulatory standards. This guide… Read More
Category: Blog Posts Tags: audit committee, audited financials, board independence, capitalization, confidential filing, consolidated financial statements, corporate governance, EDGAR system, Emerging Growth Company, executive compensation, Financial Statements, FINRA clearance, Foreign Private Issuer, Form 20-F, Form F-1, home country practices, IFRS, indebtedness, IPO Requirements, jobs act, Listing Agreement, Listing Application, listing tiers, management discussion, NASDAQ Listing, Public Offering, publicity restrictions, regulatory compliance, SEC filings, U.S. GAAP, U.S. securities laws
NASDAQ Listing Process and Documentation
The NASDAQ listing process involves several steps and requirements for companies seeking to list their securities on one of NASDAQ’s three market tiers: the NASDAQ Capital Market, NASDAQ Global Market, or NASDAQ Global Select Market. Companies going public… Read More
Category: Blog Posts Tags: audit committee, audited financials, board composition, corporate governance, Corporate Governance Certification, Direct Listing, financial disclosures, Financial Statements, Foreign Private Issuer, Form 10, Form 20-F, Form F-1, Form F-1 Registration Statement, Form S-1, Form S-1. Registration Statement, Going Public, home country practices, IFRS, initial public offering, IPO, Listing Agreement, Listing Application, Listing Fees, listing requirements, Logo submission, Logo Submission Form, nasdaq, Nasdaq Capital Market, NASDAQ compliance, Nasdaq Corporate Governance, Nasdaq direct listing, Nasdaq Financial Statements, Nasdaq Global Market, NASDAQ Global Select Market, NASDAQ Listing, Nasdaq listing application, NASDAQ Listing Center, Nasdaq listing fees, Registration Statement, SEC Registration, SEC Registration Statement, Securities Attorney, securities registration, Symbol Reservation Form, U.S. GAAP
NASDAQ Corporate Governance Requirements for Foreign Private Issuers
Public companies that are foreign private issuers listed on the Nasdaq Stock Exchange are subject to specific corporate governance requirements, which are less stringent than those applied to U.S.-based issuers. These issuers may adhere to their home country’s… Read More
Category: Blog Posts Tags: affiliate transactions, audit committee, board diversity, CEO/CFO certifications, code of ethics, compensation clawback, corporate governance, executive compensation, Foreign Private Issuer, Form 20-F, Going Public, home country practices, independence requirements, IPO exemptions, litigation disclosure, nasdaq, noncompliance notification, public disclosure, SEC Rule 10A-3, Securities Attorney, voting rights, whistleblower protections
The Impact of Social Media on Market Manipulation
Social media has transformed the way information spreads, connecting billions of users instantly. While this connectivity fosters communication and engagement, it also creates fertile ground for market manipulation. Social media platforms, with their vast reach and rapid dissemination,… Read More
Category: Blog Posts Tags: AI-driven tools, anonymity, bots, coordinated campaigns, digital communication, financial markets, GameStop, influencers, investor education, market manipulation, memes, misinformation, platform accountability, pump-and-dump schemes, Reddit, regulatory challenges, retail investors, SEC, Securities Attorney, Social Media, stock price volatility, Tesla, TikTok, X
Regulation of Financial Influencers: Navigating Securities Law Violations and SEC Enforcement
In the age of social media, financial influencers, or “finfluencers,” have become powerful voices in shaping investment decisions. With large followings on platforms like TikTok, Instagram, YouTube, and X, finfluencers offer financial advice, promote investment products, and share… Read More
Category: Blog Posts Tags: bitcoin, crypto industry, crypto promotions, disclosure requirements, ethereummax, finfluencers, FINRA regulations, FINRA Rule 2210, Fundrise Advisors, global regulatory collaboration, Investment Advisers Act, Investor Protection, Kim Kardashian, M1 Finance, market manipulation, misleading claims, NFTs, Paul Pierce, pump-and-dump schemes, regulatory challenges, SEC enforcement, Section 17(b), Securities Attorney, securities law violations, social media influence, stable coin, tokens, TradeZero America, undisclosed compensation, unlicensed financial advice
SEC Axes NYSE and NASDAQ Diversity and Climate Change Disclosures
In recent months, Nasdaq Stock Market LLC (“Nasdaq”) diversity rules and Securities and Exchange Commission (“SEC”) climate disclosures for public companies have been struck down. On December 11, 2024, the Court of Appeals for the Fifth Circuit struck down… Read More
Category: Blog Posts Tags: Alliance for Fair Board Recruitment, board diversity, Climate, climate risks, compliance, court, disclosures, diversity, Eight Circuit Court, Fifth Circuit, greenhouse gas emissions, judge, LGBTQ, listing rules, nasdaq, Nasdaq Stock Market LLC, National Center for Public Policy Research, rules, SEC, Securities and Exchange Commission, Securities Attorney
SEC charges William A. Justice, Brian D. Shibley, Randell R. Torno, and Keith A. Rosenbaum for their roles in the Phillip Verges $112 million pump-and-dump scheme
On July 1, 2025, the Securities and Exchange Commission (“SEC“) charged William A. Justice, Brian D. Shibley, and Randell R. Torno, each a former Chief Executive Officer (“CEO”) of a penny-stock public company, and Keith A. Rosenbaum, a… Read More
Category: Blog Posts Tags: 143 Partners LLC, 5Barz International Inc, AB Watley, AB Watley Group Inc, ACI Conglomerated, Alkame Holdings Inc, ALKM, Alternet Systems Inc, ALYI, ANCE, BARZ, Beachhead LP, Blackhead LLC, BLSP, Blue Citi, Blue Citi LLC, Blue Sphere Corp, Blue Water Global Group, BLUU, Brian Shipley, CIAO Group Inc, CIAU, DIDG, Digital Development Group Corp, ECAU, Echo Automotive Inc, Ed Bollen, Enviro-Serv Inc, Estvan Elek, EVSV, FINRA, fraud, front-running trading scheme, GACR, Glenn Bagwell, GRCO, Green Automotive Co, Greenbelt Resources Corp, IHUB, IJJ Corp, IJJP, Indictment, investorshub, James Tilton, JDT Trading, JDT Trading LLC, Kali Inc, KALY, LEXG, Linda Malin, Linda Malin Esq, Lithium Exploration Group Inc, Max Sound Corp, MAXD, mike murphree, Mike Murphy, North American Cannabis Holdings Inc, NOUV, Nouveau Life Pharmaceuticals Inc, OTC Markets, Penny Stock, Philip Verges, PositiveId Corp, PSID, pump and dump, PURA, Puration Inc, Randell Torno, Restance Inc, Robert F Malin, Robert Malin, scam, SEC, SEC Action, SEC Actions, SEC Complaint, SEC enforcement, SEC Subpoena, Securities Act, Securities and Exchange Commission, Securities Attorney, Securities Exchange Act, Securities Fraud, SMEA2Z LLC, Solaris Power Cells Inc, SPCL, Steven Rash, TGRR, Thilo Dunker, ThinSpace Technology Inc, THNS, Tiger Reef Inc, Tilton, Tom Faye, UBIQ, Ubiquity Inc, USMJ, Vaycaychella Inc, VAYK, Verges, Waterpure International Inc, West Cucharras LLC, WPUR, Yasmine Acedo
Finra’s Role in IPOs for Nasdaq and NYSE Listings
Launching an Initial Public Offering (IPO) on the Nasdaq or NYSE is a significant milestone for companies aiming to access public capital markets. These prestigious exchanges offer visibility, liquidity, and credibility, but the process involves stringent regulatory oversight…. Read More
Category: Blog Posts Tags: conflict of interest, corporate financing, corporate governance, FINRA, FINRA filing requirements, Going Public, IPO, IPO timeline, nasdaq, NASDAQ Listing, nyse, NYSE Listing, Public Offering, public offering compliance, qualified independent underwriter, Registration Statement, Rule 5110, Rule 5121, S-1, s-3, Securities Attorney, securities regulation, stock exchange listing, underwriting compensation, underwriting terms
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Going Public Requirements
Going Public and raising Capital
Going Public for Foreign Issuers
Friends and Family Round
Going Public Law
Going Public Lawyer
Going Public Transactions
Initial Public Offerings
Intrastate Crowdfunding
Investor Relations 101
IPO Alternatives
Linkedin
Manipulative Trading
OTC Link
OTC Markets
OTC Markets Attorney
OTC Markets Dual Listings
OTC Pink Sheets
OTCQB Listing, Eligibility, Quotation
OTCQX Listing, Eligibility, Quotation
Penny Stocks
Periodic Reporting
Private Placements
Public Company SEC Reporting Requirements
Regulation A
Registered Direct Public Offerings
Regulation A
Regulation A State Blue Sky Requirements
Regulation A Offering Caps
Regulation A Form 1-A Disclosures
Regulation A SEC Reporting Requirements
Regulation A Secondary Sales
Regulation A State Blue Sky Requirements
Regulation A Tier 2 Direct Listing
Regulation A Testing the Waters
Regulation A Q&A
Regulation A Form 1-A Disclosures
Regulation CF
Regulation CF Reporting Requirements
Regulation D
Regulation D Bad Actor Ban
Restricted Legend Removal
Restricted Stock
Reverse Mergers
Reverse Merger Game Changers
Reverse Stock Splits
Rule 10b-5 and Securities Fraud
Rule 15c-211
Rule 504 Offerings
Rule 506(b) Offerings
Rule 506(c)
Rule 506(c) Covered Persons and Bad Actors
Rule 506(c) State Blue Sky Requirements
Rule 506(c) Offerings
SEC Actions & Administrative Proceedings
SEC Comments
SEC Draft Registration Statements
SEC Form S-1 Filing Requirements
SEC Investigations
SEC Registration Statements
SEC Reporting Requirements
SEC Trading Suspensions
Secondary Registration Statements
Secondary Trading
Penny Stocks
Section 4(a)(2) Exemption - Private Offerings
Section 4(a)(7) FAST Act
Seed Stockholders
Social Media
Schedule 14A
Seed Stockholders and Going Public
Schedule 14C
SEC Reporting Requirements
Selling Stockholder Disclosures
Short Sales and Regulation SHO
What Are Short Sales?
Spam, CAN-SPAM and Investor Relations
Sponsoring Market Maker, Form 211 and Rule 15c-211
Stock Scalping 101
Stock Promotion
Stock Spin-Offs
The Role of a Going Public Attorney
Twitter & Regulation A+
Wells Notices
What is Going Public?
What Is Accredited Crowdfunding?
What Are Short Swing Profits?
What Are Short Sales?
What is a Registration Statement?
What is Rule 144?
What are Restricted Securities?
What is Rule 506?
What is Form D?
What is a Private Placement Memorandum?
What is a Finder?
What is a Form 10 Registration Statement?
What is DTC Eligibility?
What is a Form S-8 Registration Statement?
What is Form 12b-25?
What are the OTC Markets OTC Pinks?
What Is the Regulation SHO Short Seller Rule?
What Is A Confidential Registration Statement?
What Are The OTC Markets?