Companies become subject to the SEC’s periodic reporting requirements a number of ways including by filing a registration under the Securities Act of 1933, as amended or pursuant to the Securities Exchange Act of 1934. The SEC periodic reporting rules require that publicly traded companies disclose a wealth of information to the public. Periodic reporting also requires that these reports… Read More
SEC registration statements are the most efficient and reliable method for a private company to...obtain public company status. Using a registration statement, companies provide transparency to investors and avoid the risks of reverse merger transactions. This blog post addresses some of the most common questions we are asked about SEC registration statements and and the going pubic process.
A synopsis of the Financial Conduct Authority’s (FCA) latest news and publications issued in April and May 2018.
With GDPR and MiFID II processes now firmly embedded in our daily lives, many of our readers will look back at the months of April and May with a sense of relief.
Public Company Reporting (Series: Securities Law Made Simple (Not Really) Financial Poise
Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures?
In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2020/
More and more issuers going public opt for a direct public offering. In a direct public offering management sells shares of the company’s stock directly to investors, rather than through the efforts of an underwriter. Going public with a direct public offering eliminates costs and risks associated with a reverse merger transaction. Private companies conducting a direct public offering should consider the pointers below to ensure a successful and cost-effective going public transaction.
SEC registration statements are the most efficient and reliable method for a private company to...obtain public company status. Using a registration statement, companies provide transparency to investors and avoid the risks of reverse merger transactions. This blog post addresses some of the most common questions we are asked about SEC registration statements and and the going pubic process.
A synopsis of the Financial Conduct Authority’s (FCA) latest news and publications issued in April and May 2018.
With GDPR and MiFID II processes now firmly embedded in our daily lives, many of our readers will look back at the months of April and May with a sense of relief.
Public Company Reporting (Series: Securities Law Made Simple (Not Really) Financial Poise
Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures?
In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2020/
More and more issuers going public opt for a direct public offering. In a direct public offering management sells shares of the company’s stock directly to investors, rather than through the efforts of an underwriter. Going public with a direct public offering eliminates costs and risks associated with a reverse merger transaction. Private companies conducting a direct public offering should consider the pointers below to ensure a successful and cost-effective going public transaction.
Legal shorts 05.12.14 including Chancellor’s 2014 Autumn statement and FCA up...Cummings
Welcome to Legal Shorts, a short briefing on some of the week’s developments in the financial services industry.
If you would like to discuss any of the points we raise below, please contact me or one of our other lawyers.
Private Offering Exemptions and Private Placements (Series: Securities Law Ma...Financial Poise
The private capital markets have become an increasingly important source of funding for both private and public companies alike. Today total capital raised through private placements surpasses total capital raised in public offerings. What’s more, in recent years legislation like the JOBS Act has made a number of significant changes to laws and regulations governing private capital markets. Consequently, understanding the myriad private offering exemptions and how to properly conduct a private placement is crucial for not only for lawyers, but also for executives, managers, directors and anyone involved in corporate finance transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/private-offering-exemptions-and-private-placements-2020/
Legal & Compliance, LLC- Whitepaper- The SEC Has Carved Out An Exemption To T...Laura Anthony, Esq.
The SEC Has Carved Out An Exemption To The Broker-Dealer Registration Requirements For M&A Brokers- On January 31, 2014, the SEC Division of Trading and Markets issued a no-action letter in favor of entities effecting securities transactions in connection with the sale of equity control of private operating businesses (“M&A Broker”). The SEC stated that it would not require broker-dealer registration for M&A Brokers arranging for the sale of private businesses, in accordance with the facts and circumstances set forth in the no action letter, as described below...
Smaller Reporting Companies vs. Emerging Growth Companies- The topic of reporting requirements and distinctions between various categories of reporting companies has been prevalent over the past couple of years as regulators and industry insiders examine changes to the reporting requirements for all companies, andqualifications for the various categories of scaled disclosure requirements. As I’ve
written about these developments, I have noticed inconsistencies in the treatment of smaller reporting companies and emerging growth companies in ways that are likely the result of poor drafting or unintended consequences...
Response to Call for Input on Crowdfunding: BWB ComplianceBWB Compliance
It's been almost two and a half years since the FCA's regime for crowdfunding platforms came into being and now the regulator is starting its review of how well the regime is working. BWB has been very involved with the crowdfunding industry since 2012 and we've given the regulator our feedback. We've worked with 37 investment-based and loan-based platforms and also provide support to the UK Crowdfunding Association.
Form 211 By: Brenda Hamilton Attorney, Boca Raton FloridaBrenda Hamilton
Companies seeking to have their securities publicly traded must familiarize themselves with Rule 15c2-11 (“SEC Rule 15c2-11”) of the Securities Exchange Act of 1934 (the “Exchange Act”) to ensure a smooth transaction.
Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and/or trading volume.
The person who publishes this information is sometimes referred to as a “Stock Promoter”, “Investor Relations Provider” or “Stock Tout”.
Presentation for Brown-bag lunch (15 feb 2011) by Monjurul Kabir: Demystifying Universal Periodic Review (UPR): A Strategic Opportunity for Cross-Practice Development Programming in the ECIS region
Legal shorts 05.12.14 including Chancellor’s 2014 Autumn statement and FCA up...Cummings
Welcome to Legal Shorts, a short briefing on some of the week’s developments in the financial services industry.
If you would like to discuss any of the points we raise below, please contact me or one of our other lawyers.
Private Offering Exemptions and Private Placements (Series: Securities Law Ma...Financial Poise
The private capital markets have become an increasingly important source of funding for both private and public companies alike. Today total capital raised through private placements surpasses total capital raised in public offerings. What’s more, in recent years legislation like the JOBS Act has made a number of significant changes to laws and regulations governing private capital markets. Consequently, understanding the myriad private offering exemptions and how to properly conduct a private placement is crucial for not only for lawyers, but also for executives, managers, directors and anyone involved in corporate finance transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/private-offering-exemptions-and-private-placements-2020/
Legal & Compliance, LLC- Whitepaper- The SEC Has Carved Out An Exemption To T...Laura Anthony, Esq.
The SEC Has Carved Out An Exemption To The Broker-Dealer Registration Requirements For M&A Brokers- On January 31, 2014, the SEC Division of Trading and Markets issued a no-action letter in favor of entities effecting securities transactions in connection with the sale of equity control of private operating businesses (“M&A Broker”). The SEC stated that it would not require broker-dealer registration for M&A Brokers arranging for the sale of private businesses, in accordance with the facts and circumstances set forth in the no action letter, as described below...
Smaller Reporting Companies vs. Emerging Growth Companies- The topic of reporting requirements and distinctions between various categories of reporting companies has been prevalent over the past couple of years as regulators and industry insiders examine changes to the reporting requirements for all companies, andqualifications for the various categories of scaled disclosure requirements. As I’ve
written about these developments, I have noticed inconsistencies in the treatment of smaller reporting companies and emerging growth companies in ways that are likely the result of poor drafting or unintended consequences...
Response to Call for Input on Crowdfunding: BWB ComplianceBWB Compliance
It's been almost two and a half years since the FCA's regime for crowdfunding platforms came into being and now the regulator is starting its review of how well the regime is working. BWB has been very involved with the crowdfunding industry since 2012 and we've given the regulator our feedback. We've worked with 37 investment-based and loan-based platforms and also provide support to the UK Crowdfunding Association.
Form 211 By: Brenda Hamilton Attorney, Boca Raton FloridaBrenda Hamilton
Companies seeking to have their securities publicly traded must familiarize themselves with Rule 15c2-11 (“SEC Rule 15c2-11”) of the Securities Exchange Act of 1934 (the “Exchange Act”) to ensure a smooth transaction.
Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and/or trading volume.
The person who publishes this information is sometimes referred to as a “Stock Promoter”, “Investor Relations Provider” or “Stock Tout”.
Presentation for Brown-bag lunch (15 feb 2011) by Monjurul Kabir: Demystifying Universal Periodic Review (UPR): A Strategic Opportunity for Cross-Practice Development Programming in the ECIS region
This presentation provides start up managers with an overview of the fund formation process and details many of the hedge fund laws and regulations. A full voice-over of this presentation can be found at www.hedgefundlawblog.com.
Most 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. A Direct Public Offering allows a company to sell its shares directly to investors without the use of an underwriter. With a Direct Public Offering, the company files a registration statement with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).
Typically, in going public transaction Form S-1 (”S-1”) registration statements are used.
A company can use a Form S-1 registration statement to register securities on its own behalf in an initial public offering, register securities on behalf of its selling security holders in a secondary offering or register securities on its own behalf as well as for selling security holders.
On October 30, 2015, the Securities and Exchange Commission (SEC) issued the final rules related to crowdfunding for select companies. The rules fulfill Title III of the Jumpstart Our Business Startups (JOBS) Act, which was signed into law in 2012.
Section 16 Insider Reporting and Liability for Short-Swing Trading- A public company with a class of securities registered under Section 12 or which is subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) must file reports with the SEC (“Reporting Requirements”).The required reports include an annual Form 10-K, quarterly Form 10Q’s and current periodic Form 8-K as well as proxy reports and certain shareholder and affiliate reporting requirements...
CROWDFUNDING 2022 - Securities Crowdfunding for IntermediariesFinancial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
Securities Crowdfunding for Intermediaries (Series: Crowdfunding 2020)Financial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/securities-crowdfunding-for-intermediaries-2020/
Issuers using Form S-1 registration statements followed by Rule 15c2-11 applications to go public qualify for the "OTCQB" tier. The QTCQB tier is only available to issuers who file reports with the SEC. These issuers are not required to provide additional disclosures to the OTCMarkets.
Securities Crowdfunding for Intermediaries (Series: Crowdfunding)Financial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/securities-crowdfunding-for-intermediaries-2021/
Preparing for the Crowdfunding Revolution Dara Albright
A wave of financial innovation and regulatory reform is revolutionizing Wall Street and popularizing new asset classes aimed at democratizing the flow of capital and giving smaller investors and businesses greater opportunities to prosper. As a result, the financial services industry is undergoing a dramatic transformation that is rapidly rendering traditional banking and brokerage revenue models obsolete, conventional capital raising strategies unfeasible and typical asset class returns negligible. This is a must-view presentation for all broker-dealers, investment bankers, financial advisors, issuers and investors looking to capitalize on this surge of industry disruption. This presentation helps prepare investors, asset allocators and issuers for the forthcoming Crowdfunding Revolution. It is loaded with the latest financial and legal knowledge from renowned crowfund industry experts.
Early-stage companies need tremendous amounts of cash to grow rapidly. Yet, angel groups and venture-capital firms are not usually a realistic option for early stage startups. Additionally, entrepreneurs often find that financing options such as savings, friends, family, and bank loans, even if available, cannot cover the high startup costs attendant to growing a business. Recently, the media has anointed "crowdfunding" as the solution to this startup capital gap. But what exactly is crowdfunding?
Going Public - Direct Public Offerings and Initial Public Offerings.pdfBrenda Hamilton
A Direct Public Offering (“DPO”) like an Initial Public Offering (“IPO”) eliminates many of the risks and expenses associated with reverse mergers into public shell companies. Issuers going public using a DPO also have fewer hurdles to obtaining electronic trading from Depository Trust Company (“DTC”).
Tier 1 of Regulation A+ provides an exemption for
securities offerings of up to $20 million in a 12-
month period while Tier 2 provides an exemption
for securities offerings of up to $50 million in a 12-
month period. An issuer of $20 million or less of
securities in its offering can elect to proceed under
either Tier 1 or Tier 2.
Filing Form D And Going Public - Ask Securities Lawyer 101Brenda Hamilton
Companies often rely upon a Regulation D exemption to offer and sell securities prior to going public. When relying on such an exemption, companies must file what’s known as a "Form D" after they first sell their securities. Form D is a brief notice that includes basic information about the company and the offering, such as the names and addresses of the company’s executive officers, the size of the offering and the date of first sale.
Confidential Registration Statements And Going Public - Securiites Lawyer 101Brenda Hamilton
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 in a going public or ther transaction. As securities and going public attorneys, we are frequently asked about the procedure for submitting registration statements to the SEC on a confidential basis. This Q & A addresses the common questions we receive about confidential registration statements.
DTC Eligibility & Going Public - Ask Securities Lawyer 101Brenda Hamilton
Issuers must satisfy the criteria set by DTCC to be settled through DTC. All companies must satisfy this criteria in order to be DTC eligible, including both Securities and Exchange Commission (“SEC”) reporting and non-reporting issuers. DTC eligibility has become a growing concern in going public transactions.
Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and/or trading volume.
The person who publishes this information is sometimes referred to as a “Stock Promoter”, “Investor Relations Provider” or “Stock Tout”.
Issuers must satisfy the criteria set by DTCC to be settled through DTC. All companies must satisfy this criteria in order to be DTC eligible, including both Securities and Exchange Commission (“SEC”) reporting and non-reporting issuers. DTC eligibility has become a growing concern in going public transactions.
We are often contacted by investors, stock promoters and investor relations firms after the SEC or DOJ brings an action against stock promoters. We are asked a myriad of questions about the disclosures that must be provided in promotional websites, emails and other investor relations materials.
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. Rule 144 of the Securities Act provides a safe harbor that permits holders of “restricted securities” to resell their securities in the public market if specific condition
A Private Placement Memorandum (“PPM”) is also referred to as a confidential offering circular or memorandum. PPM’s are used by private companies in going public transactions and by existing public companies to raise capital by selling either debt or equity in an exempt offering. Most exempt offerings are private placements.
Regulation A+ expands existing Regulation A. Existing Regulation A provides an existing exemption from registration for smaller issuers of securities. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction.
Kseniya Leshchenko: Shared development support service model as the way to ma...Lviv Startup Club
Kseniya Leshchenko: Shared development support service model as the way to make small projects with small budgets profitable for the company (UA)
Kyiv PMDay 2024 Summer
Website – www.pmday.org
Youtube – https://www.youtube.com/startuplviv
FB – https://www.facebook.com/pmdayconference
The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
Tata Group Dials Taiwan for Its Chipmaking Ambition in Gujarat’s DholeraAvirahi City Dholera
The Tata Group, a titan of Indian industry, is making waves with its advanced talks with Taiwanese chipmakers Powerchip Semiconductor Manufacturing Corporation (PSMC) and UMC Group. The goal? Establishing a cutting-edge semiconductor fabrication unit (fab) in Dholera, Gujarat. This isn’t just any project; it’s a potential game changer for India’s chipmaking aspirations and a boon for investors seeking promising residential projects in dholera sir.
Visit : https://www.avirahi.com/blog/tata-group-dials-taiwan-for-its-chipmaking-ambition-in-gujarats-dholera/
LA HUG - Video Testimonials with Chynna Morgan - June 2024Lital Barkan
Have you ever heard that user-generated content or video testimonials can take your brand to the next level? We will explore how you can effectively use video testimonials to leverage and boost your sales, content strategy, and increase your CRM data.🤯
We will dig deeper into:
1. How to capture video testimonials that convert from your audience 🎥
2. How to leverage your testimonials to boost your sales 💲
3. How you can capture more CRM data to understand your audience better through video testimonials. 📊
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What are the main advantages of using HR recruiter services.pdfHumanResourceDimensi1
HR recruiter services offer top talents to companies according to their specific needs. They handle all recruitment tasks from job posting to onboarding and help companies concentrate on their business growth. With their expertise and years of experience, they streamline the hiring process and save time and resources for the company.
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...
Periodic Reporting - Ask Securities Lawyer 101
1. Smaller reporting compa-
nies must file annual re-
ports on Form 10-K within
90 days after the year end
and quarterly reports with-
in 45 days after each quar-
ter other than the quarter
following the company’s
year end.
In This Issue
Periodic Reporting
Timing of Periodic Reports
What information is re-
quired in Forms 10-K, 10-Q
and 8-K?
What is Material Infor-
mation?
What Are the Anti-Fraud
Provisions?
Periodic Reporting
A company can become a Securities and Exchange Commission (“SEC”) reporting a couple
of ways—by registering a securities offering under the Securities Act of 1933, registering
a class of securities under the Securities Exchange Act of 1934, or by meeting certain
shareholder requirements. A company that becomes reporting under either the Securi-
ties Act or the Exchange Act is obligated to file annual reports on Form 10-K, quarterly
reports on Form 10-Q and current information reports on Form 8-K. In addition to these
reports, companies reporting under the Exchange Act must comply with the SEC’s proxy
rules which include the obligation to file proxy and /or information statements in advance
of certain corporate actions requiring approval by the company’s shareholders.
Timing of Periodic Reports
Q: Which periodic reports require audited financial statements?
A: The company must provide audited financial statements in its annual report on Form
10-K . The company can provide unaudited financial statements in its quarterly reports
on Form 10-Q. Under some circumstances, audited financial statements are required in
Form 8-K.
Q: Can the company extend the due date of its annual report?
A: Yes, the company can extend its due date by 15 days by filing a Form 12b-25 with the
Securities & Exchange Commission.
Published by Hamilton & Associates Law Group, P.A. October 2014
2. What Information is Required in Form 10-K?
According to the Securities Act of 1934, a Funding Portal means “any person acting as an
intermediary in a transaction involving the offer or sale of securities for the account of
others.” A funding portal does not offer investment advice, solicit purchases or offers to
buy the securities, compensate employees based on the sale of the securities, hold or
manage investor funds, or engage in other activities described by the SEC.
With the recent advent of the crowdfunding portals online such as Kickstarter and Indie-
gogo, the SEC has provided clarification on just what exactly a funding portal is.
What Information is Required in Form 10-Q?
Under the JOBS Act, any person who wants to start or grow a business can use an online
crowdfunding portal to raise up to $1,000,000 through the sales of stock in their compa-
ny. Although crowdfunding platforms offer the means by which a person or business can
collect the funds, the use of social media is also typically employed to get the word out
about the securities being offered.
When is Form 8-K Required?
Under the JOBS Act, Crowdfunding portals must:
Register with the SEC and any applicable Self Regulatory Organizations
Provide disclosures related to risks, as well as other investor education materials
Ensure that offering proceeds are provided to the issuer and allow purchasers to
cancel orders
Make efforts to ensure that no investor exceeds the individual crowdfunding maxi-
mum investment amounts
Protect investor privacy
Not directly or indirectly compensate promoters, finders or lead generators who
refer or direct investors to the offering
Not allow crowdfunding portal officers, directors or partners to have a financial in-
terest in any issuer using the portal’s services.
What is Mate-
rial Infor-
mation?
A sponsoring market maker is a FINRA
registered broker-dealer firm that
accepts the risk of holding certain
number of shares of a particular secu-
rity in order to facilitate trading in
that security. Broker-dealers must
register with FINRA to act as a market
maker.
It should be noted that sponsoring
market makers have become one of
the most important players in the
going public process because they are
the only ones who can apply for a
ticker symbol.
For the first 30 days after a ticker
symbol assignment in a going public
transaction, only the sponsoring mar-
ket maker who filed the Form 211 can
publish quotes of the company’s se-
curities. Thereafter, other market
makers can publish their own quotes.
Market maker activities are regulated
by the SEC as well as by FINRA. FINRA
oversees registration, education and
testing of market makers, broker-
dealers and registered representa-
tives.
3. The Role of the Securi-
ties Lawyer in Periodic
Reporting
In order for a Company to be
quoted on the OTC Markets
OTCQB, it must be a fully re-
porting company that files peri-
odic reports with the SEC. A
company can become reporting
a couple of ways—by registering
a securities offering under the
Securities Act of 1933, register-
ing a class of securities under the
Securities Exchange Act of 1934,
or by meeting certain sharehold-
er requirements.
A company that becomes re-
porting under either the Securi-
ties Act or the Exchange Act is
obligated to file annual reports
on Form 10-K, quarterly reports
on Form 10-Q and current infor-
mation reports on Form 8-K. In
addition to these reports, com-
panies reporting under the Ex-
change Act must comply with the
Securities & Exchange Commis-
sion’s proxy rules which include
the obligation to file proxy and /
or information statements in
advance of certain corporate
actions requiring approval by the
company’s shareholders.
The SEC doesn’t review all peri-
odic reports filed by reporting
companies. Periodic reports are
reviewed periodically. As such,
just because the SEC does not
comment about a periodic re-
port does not mean that the
report complies with the SEC’s
disclosure requirements.
An OTC Markets Lawyer reviews
the company’s SEC filings and
reports to ensure they comply
with Regulation S-K of the Securi-
ties Act of 1933, which enables
the issuer to avoid deficient SEC
disclosures.
Why Do SEC Reporting Companies Need
an Accountant and an Auditor?
While crowdfunding can be used to raise funds for many things, it generally has not been used
as a means to offer and sell securities. This has caused some confusion about the legality of
crowdfunding for some market participants.
Congress created an exemption to permit securities-based crowdfunding when it passed the
JOBS Act of 2012.
Title III of the JOBS Act established the foundation for a regulatory structure that would permit
small businesses and startups to use crowdfunding, and directed the SEC to write the rules
implementing the exemption. It also creates an exemption allowing funding ports to operate
internet based platforms to facilitate the offer and sale of securities without having to register
with the SEC as brokers.
As mandated by Title III of the JOBS Act, securities purchased in a crowdfunding transaction
will be restricted securities that could not be resold for a period of one year. Holders of these
securities would not count toward the threshold that requires a company to register with the
SEC under Section 12(g) of the Exchange Act.
Companies conducting a crowdfunding offering are required to file certain information with
the SEC as well as make this information available to potential investors or any intermediaries.
This information may include, but is not limited to financial statements, a description of the
business, and how the proceeds will be used. These financial statements may be required to
be reviewed or audited by an independent public accountant or auditor.
Companies relying on the crowdfunding exemption to offer and sell securities would be re-
quired to file an annual report with the SEC and provide this report to investors.
4. Contact Us
Give us a call for more information about periodic reporting, securities law and going public!
Hamilton & Associates Law Group, P.A.
101 Plaza Real South, Suite 202 North
Boca Raton, FL 33432
Phone: (561) 416-8956
Fax: (561) 416-2855
Email: info@securitieslawyer101.com
Visit us on the web at
www.securitieslawyer101.com
www.jobsact101.com
www.gopublic101.com
What Are the Anti-Fraud Provisions?
The anti-fraud provisions apply to both SEC reporting and non-reporting companies. Even if a securities offering is
exempt or registered with the SEC, the antifraud provisions apply. There are various provisions in federal and state
securities statutes that it illegal to make a misstatement or omit of a material fact in connection with a securities
offering. The anti-fraud provisions require disclosure of any other material information necessary to make the dis-
closed information not misleading. Companies must comply with the anti-fraud provisions in addition to any re-
porting obligations. A common mistake SEC reporting companies make is omitting material information when it is
not specifically required by an line item of Regulation S-K. One of the more difficult tasks a company faces when
formulating public disclosures is the determination of which facts constitute "material" information. As a general
proposition, a fact will be deemed "material" if there is a substantial likelihood that a reasonable investor would con-
sider the fact to be important in deciding whether to invest in the company. The determination of what constitutes
"material" determines antifraud liability for the company and its officers and directors. As is the case with numer-
ous matters under the federal and state securities laws, companies should seek the assistance of an experienced
securities attorney to assist them in making a determination of what constitutes material information.
Does the SEC Review Periodic Reports?
The SEC reviews periodic reports at least once every three years and may review an issuer’s reports more often if it
files a registration statement under the Securities Act, as a part of a review of the registration statement.