The Bradshaw Law Group focuses on helping businesses grow by guiding them through capital raises like private offerings to crowdfunding and to initial public offerings.  Often the first question we ask our clients is “have you properly protected your intellectual property?”   Often, the first round of capital is invested into intellectual property protections.  Patent trolls and…

What Laws does my Registration Statement follow in an Initial Public Offering? When preparing the registration form, the Registration Statement (usually an S-1) needs to be compliant with the following rules and regulations: Form S-1 and Instructions. Regulation C under the Securities Act (Rules 400 to 498). General Rules and Regulations under the Securities Act…

The Securities Act has the following liability provisions: Section 11(a) imposes liability “in case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” It…

The SEC promulgated Rule 421 of the Securities Act of 1933 (the “Act”) through Regulation C whereby the SEC requires the prospectus for a registration statement (usually on a Form S-1) to be written in “Plain English.” Writing in Plain English requires, at a minimum, the following: Definite, concrete, everyday language; short sentences; active voice;…

Depending on who you ask, the U.S. Securities and Exchange Commission is either a trigger-happy agency looking to bring the hammer down on business owners or a toothless entity with little to no enforcement power. Of course, as most corporate securities lawyers will tell you, the truth lies somewhere in the middle. Unfortunately, all too…

This week, VentureBeat takes a closer look at the state of the IPO market, which has some investors skittish. With floating anxiety over falling oil prices and the opaque Chinese economy, a growing chorus of naysayers has questioned whether 2016 is the right time to go public. Now, one highly respected venture capitalist says those…

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, known as the FAST Act. Although aimed principally at authorizing spending on highway and transit projects, the FAST Act includes several amendments to the Jumpstart Our Business Startups Act (“JOBS Act”) and other securities law provisions. The aspects of the…

When a company (the “Company“) is considering submitting a listing application to list its common shares for trading on the NYSE MKT LLC (formerly AMEX, “NYSE MKT”) there are certain requirements that need to be fulfilled.  This blog post summarizes the listing and corporate governance requirements and listed company fees of NYSE MKT for common…

Publishing Quotations of Securities in Interdealer Quotation Systems: Requirements for Brokers and Dealers Brokers and dealers are required to follow specific procedures prior to publishing quotations of OTC equity securities or submitting quotations for publication in any interdealer quotation system. Rule 15c2-11 (17 CFR 240.15c2-11, under the Securities and Exchange Act of 1934) and FINRA Rule…

The Continuing Work of Enhancing Small Business Capital Formation Commissioner Luis A. Aguilar Public Statement Issued by the U.S. Securities and Exchange Commission[1] Nov. 19, 2015 Thank you and good morning. Let me start by extending a warm welcome to the panel members and other participants, including those viewing by webcast, to today’s Government-Business Forum…