There have been recent rules adopted by the Securities and Exchange Commission.  The Bradshaw Law Group focuses on federal securities laws, such as private placement offerings, initial public offerings and other securities offerings.  We represent clients from across the United States.  While the Bradshaw Law Group has been in business, the securities and exchange commission…

Guest Lecture of Commissioner J. Christopher Giancarlo, Harvard Law School, Fidelity Guest Lecture Series on International Finance Speeches & Testimony – CFTC December 1, 2015 Given in Dedication to the late Dr. H.R. Giancarlo, M.D. – 1932 – 2015, who dared to go so much farther than his birth or circumstances warranted so that his…

For any number of reasons, a reporting company (as determined by Sections 13 or 15(d) of the Exchange Act of 1934[1]) may not file the required quarterly (10-Q) and annual (10-K) periodic reports. By not staying current on its filings, a company becomes delinquent and therefore, can be severely sanctioned by both the exchange on…

North Carolina’s Patrick McHenry is at it again folks.  For those of you who don’t know, McHenry’s bill the “Entrepreneur Access to Capital Act” was the pioneer of the JOBS Act and largely integrated into the JOBS Act.  Hats off to Representative McHenry. On March 23, 2016, Representative McHenry introduced H.R. 4855 dubbed the “Fix Crowdfunding…

As we know, it is illegal under the federal securities regime to make material misstatements in connection with a securities transaction (see Rule 10b-5 “It shall be unlawful for any person…[t]o make any untrue statement of material fact…in connection with the purchase or sale of any security.”). Therefore, based on Rule 10b-5, you must disclose all…

Directors Forum 2016 Keynote Address Andrew Ceresney, Director, Division of Enforcement  San Diego, California Jan. 25, 2016 Introduction Good evening and thank you for that very kind introduction.  It’s a pleasure to speak with you all today.  Before I start, I must give our standard disclaimer that the views I express today are my own…

Going Public There are many benefits, and some downsides, to taking a company public. Going public can be a great way to raise capital[1], monetize the investments of early investors[2], and achieve a higher profile in the market[3]. There are many benefits, and some downsides, to taking a company public. Going public can be a…

This is one of the greatest speeches that Commissioner Aguilar has ever given. It’s an oldie but a goodie.  Still as relevant today as it was last year.  I guess I’m getting nostalgic for him already. The Importance to the Capital Markets of Updating the Rules Regarding Transfer Agents Commissioner Luis A. Aguilar U.S. Securities…

How a Public Company Changes its Fiscal Year Are you thinking of changing your fiscal year-end?  It can be expensive.  When a public company wants to change its fiscal year it is an event that needs to have an 8-k filed.  On the Form 8-K a change in fiscal year is under Item 5.03, which…

Remarks at the 34th Annual Current Financial Reporting Issues Conference Commissioner Michael S. Piwowar New York, New York Nov. 16, 2015 Thank you, Linda [Zukauckas], for that wonderful introduction. I appreciate the opportunity to discuss a few thoughts on the current and future state of financial reporting with you this afternoon.[1] As the conference brochure…

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