Super 8-K Filing Requirements
…and unaudited, reviewed stub periods **[to date and pro **[for]**m**[a financials. **[Along with **[all the information required in **[a **[For]**m 10, **[a Super 8-K must include **[all the exhibits required…
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Entire Fairness Standard
…timely matter; (ii) **[a majority of the shareholders **[approve the transaction **[after being **[aware of the director’s involvement; or (iii) the transaction is entirely fair **[to the corporation and was…
The Reves Test and The Family Resemblance Test
…the investment **[to be **[a security; and (iv) the presence of **[an **[alternative regulation such **[as the banking laws **[for]** bank loans. **[Also even if **[a note fits within one…
SEC Section 16 Filings
…**[for]** transactions, even if such transactions **[are exempt from the short swing profit rules. There **[are **[a few exemptions **[to the **[For]**m 4 filing requirements including gifts and inheritances, however…
SEC Disclosure Requirements and The Regulation S-K Concept Release
…concept release and request **[for]** public comment issued by the SEC on **[April 15, 2016. The Regulation S-K concept release **[touches on many **[topics. In the next few Lawcasts in…
OTCQB Reporting Requirements
…quotation level and meeting compliance requirements. **[Today I **[am discussing the ongoing reporting and compliance requirements **[for]** the OTCQB. U.S. OTCQB companies **[are required **[to remain current in their SEC…
Regulation S-K and Risk-Related Disclosures
…push **[for]** particular material risk factors and not boilerplate industry risks. **[For]** example **[a risk that refers **[to the general state of the economy and that **[a company’s business would…
Regulation S-K Financial Disclosure Requirements
…and requests **[for]** public input. In general the SEC discusses and seeks comment on: Whether specific disclosures **[are important and useful **[to making investment and voting decisions and whether more,…
The NASDAQ Listing Application
…exemption terms. The **[for]**m specifies the different rules and exceptions in **[a check-the-box **[for]**mat. The logo submission **[for]**m contains the guidelines **[for]** the logo and **[affirms NASDAQ’s rights **[to use…
Regulation S-K and Item 101 and 102 Disclosure Requirements
…concept release and request **[for]** public comment issued by the SEC on **[April 15, 2016. I **[am continuing **[a review of the various specific **[topics discussed in the Regulation S-K…