Corporate Law and Finance Center

SEC IPO Information Center

Introductory Materials:

Introduction to Federal Securities Laws

Introduction to Blue Sky Laws (State Securities Laws)

Introduction to Securities Arbitration

Initial Public Offering Process

Introduction to Private Placements

Introduction to Insider Trading

Featured Books:

Hedge Fund Disclosure Documents Line by Line: A User’s Guide to Private Placement Memoranda for Funds Formed as Limited Liability Companies – a walkthrough of a private placement memorandum for a hedge fund, but the concepts are applicable to any private placement memorandum.

Regulation of Securities: Sec Compliance and Practice Securities compliance handbook for public companies, and those responsible for their compliance issues. This is not an academic treatise, it provides straightforward answers to real-world questions.

Featured Commentary

The SEC has proposed amendments to public liquidity-related disclosure requirements for certain open-end investment management companies.  Under the proposal, funds would discuss in their annual report the operation and effectiveness of their liquidity risk management program, replacing a pending requirement that funds publicly provide the aggregate liquidity classification profile of their portfolios on Form N-PORT on a quarterly basis.&nbsp...

The penny stock market has the potential for significant profits, and of course, significant losses. Investing in start-ups and small companies is speculative, and high risk, but has an allure for a certain type of investor...

The SEC has indicated that it plans to issue a Notice of Proposed Rulemaking on requiring public companies to disclose their spending on politics. The Harvard Law School Forum on Corporate Governance and Financial Regulation has an analysis of the issues -...

Interesting analysis of how serving shareholders intead of your business model can ruin your company -&nbsp...

Two former executives at an Austin, Texas-based surgical products manufacturer were sued today by the SEC to recover bonus compensation and stock sale profits they received during an accounting fraud at the company. The CEO and CFO of the company have not been charged with personal misconduct, but are still required to reimburse the manufacturer for bonuses and stock profits that they received after the company filed fraudulent financial statements.....
The alert issued by the SEC notes that in recent years there has been significant attention focused on the financial condition of some state and local governments. It cites concerns about the extent of written documentation by broker-dealers of due diligence efforts and supervision of municipal securities offerings. Included in the alert are examples of practices used by broker-dealers that may help to demonstrate due diligence and supervisory reviews, such as detailed written policies and procedures, use to commitment committees, due diligence memoranda, etc. activities...
The SEC has announced the successful resolution of its trial against a plastics industry executive charged with lying in SEC filings regarding his ownership of Musicland Stores Corporation stock. The executive and a trust he controlled have been ordered by a federal judge to pay $49.5 million in a final judgment against them. The executive failed to file truthful 13D forms and neglected to make other required filings, which are required when a person acquires beneficial ownership of more than 5 percent of a voting class of a company's publicly traded stock. Because of this the execute and the trust thereby materially misrepresented their ownership of Musicland stock...

From the SEC:

Removed guidance related to presentation of selected financial data and acquired business financial statements in a Form 10 filed by a Smaller Reporting Company; clarified the application of Rule 3-13 and Note 5 to Rule 8-01 of Regulation S-X; and revised for certain technical amendments (e.g., update EGC revenue threshold pursuant to SEC Release 33-10332 and replace FASB ASU references with the applicable ASC Topics).
Rule 13e-4 - Issuer tender offers
Regulation D - Rule 506(d) Waivers of Disqualification
No-Action Letter regarding Proxy Solicitations
Rule 14e-5 - Purchases Outside a Tender Offer
Rule 14e-5 - Purchases Outside a Tender Offer
Voluntary Compliance with the New Mining Property Disclosure Rules Prior to Completion of EDGAR Reprogramming