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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,…

SEC Reporting Companies and Disclosure Requirements

…of time. However, the scaled down disclosure requirements are not completely the same for each and the SEC is considering whether they should be adjusted to further align. The SEC…

SEC Disclosure Requirements and The Regulation S-K Concept Release

…disclosures related to public policy concerns. For example, there are rules related to disclosures on conflict minerals and resource extraction from foreign countries, environmental matters and other issues of social…

Regulation S-K and Item 101 and 102 Disclosure Requirements

…companies benefit from several scaled disclosures from the standard requirements, including for example elimination of the requirement to discuss seasonality, working capital practices, backlog or government contracts. As with other…

Regulation S-K

…second comment letter to the SEC making recommendations for changes to Regulation S-K. In early December 2014, the House passed the Disclosure Modernization and Simplification Act of 2014, following which…

Offering Statement Requirements For Regulation A+

…eligibility; application of the bad actor disqualification and disclosure; jurisdictions in which securities are to be offered; and unregistered securities issued or sold within one year. Part I also includes…

The DTC And DTC Eligibility Requirements

…prerequisite for OTC company shareholders to deposit securities with their brokers and have such securities traded in the open marketplace. Obtaining and maintaining eligibility is of utmost importance for the…

DTC Chill Or Global Lock Removal

…extensions. DTC may also impose the chill first and ask for a letter second if for example there are indicia of a current fraud such as if the company has…

What is a Security? The Howey Test and Reves Test

…definition as to what is a security, and although many convertible promissory notes are also considered derivative instruments, I will save the specific topic of derivatives for the future….

NASDAQ Listing Requirements and Disclosures

…benign, must be disclosed. The application includes questions designed to ensure compliance with the seasoning rules. Moreover, all private offerings, including bridge financings and Regulation S offerings, that “are contemplated…