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Corporate Hijackings During The Going Public Process

Corporate hijackings, also known as corporate identity theft, of public shell companies have been a problem for more than a decade.

Section 16 Reporting & Going Public Transactions

Once the SEC staff declares a company’s Form S-1 registration statement effective in a going public transaction, the company becomes subject to Exchange Act reporting requirements even if it does not have its ticker symbol.

Confidential Submission of Draft SEC Registration Statements

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.

SEC Obtains Judgments Against Danny Garber and Michael Manis

On August 13, 2015, the Securities and Exchange Commission announced settlements and final judgments were entered against Danny Garber, Michael Manis, Kenneth Yellin, Jordan Feinstein, and certain entity defendants in SEC v. Garber et al., 12-cv-9339 (SAS) (S.D.N.Y.).

How Foreign Issuers Benefit from the JOBS Act

As the Securities and Exchange Commission ("SEC") finishes the rule making that provides a structure for full implementation of the JOBS Act, much has been written about its impact on going public transactions and foreign issuers.

Exempt Direct Public Offering Insights

One of the most important aspects of the going public process involves deciding the terms of the offering that will be presented to investors. The terms of a company's offering could have future impacts on your business.

Preparing and Filing SEC Form D

Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) provides exemptions that permit a company to offer and sell its securities without complying with the registration statement requirements of the Securities Act if certain conditions are met.

Social Media and Being Publicly Traded

Publicly traded companies are increasingly using their company websites and the social media to communicate information to the public. Investors are increasingly turning to electronic media as a principal source of information about publicly traded companies.

EB-5 Source of Funds Requirement

The EB-5 visa program grants foreign investors a green card for themselves and their immediate family in exchange for a capital investment of at least $500,000 in a qualified U.S. business enterprise. To qualify under the EB-5 program, a foreign investor has two options.

Investor Relations Firm Employee Indicted

On August 26, 2014, the U.S. Attorney’s Office for the Southern District of New York announced charges against Michael Anthony Dupre Lucarelli.

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