Emerging Growth Companies - Reverse-Merger.com

Emerging Growth Companies Will Start To Grow Up

Posted by Securities Attorney Laura Anthony | November 7, 2017 Tags: Differences between EGC and Smaller Reporting Company Disclosure Requirements, Emerging Growth Companies Will Start To Grow Up

The first of emerging growth companies (“EGC’s”) will begin losing EGC status as the five-year anniversary of the creation of an EGC has now passed. Those companies that will lose status as a result of the passage of time are almost unilaterally not pleased with the impending change and concurrent increase in regulatory compliance.

Background

Title I of the JOBS Act, initially enacted on April 5, 2012, created a new category of issuer called an “emerging growth company” (“EGC”). An EGC is defined as a company with total annual gross revenues of less than $1,070,000,000 during its most recently completed fiscal year that first sells equity in a registered offering after December 8, 2011. An EGC loses its EGC status on the earlier of (i) the last day of the fiscal year in which it exceeds $1,070,000,000 in revenues; (ii) the last day of the fiscal year following the fifth year after its IPO (for example, if the issuer has a December 31 fiscal year-end and sells equity securities pursuant to an effective registration statement on November 2, 2012, it will cease to be an EGC on December 31, 2017); (iii) the date on which it has issued more than $1,070,000,000 in non-convertible debt during the prior three-year period; or (iv) the date it becomes a large accelerated filer (i.e., its non-affiliated public float is valued at $700 million or more).

The primary benefits of an EGC include scaled-down disclosure requirements both in an IPO and periodic reporting, relief from the auditor attestation requirements in Section 404(b) of the Sarbanes-Oxley Act, confidential filings of registration statements, certain test-the-waters rights in IPO’s, and an ease on analyst communications and reports during the EGC IPO process.

Since the passage of the JOBS Act, the FAST Act provided additional benefits to an EGC, including the omission of certain historical financial statements in registration statements, a benefit that the SEC has now extended to all companies (see HERE). Moreover, the ability to file confidential registration statements has also been expanded to include all companies (see HERE).

Many but not all of the benefits available to an EGC are also available to a smaller reporting company. For a summary of the scaled disclosure available to an EGC as well as the differences in disclosure requirements between an EGC and a smaller reporting company, see HERE. In addition, I have included a chart at the end of this blog listing the differences in reporting requirements.

However, more than 85% of IPO’s since passage of the JOBS Act have been completed by EGC’s, a large percentage of which will not qualify as a smaller reporting company. Currently a smaller reporting company is defined as one that: (i) has a public float of less than $75 million as of the last day of their most recently completed second fiscal quarter; or (ii) a zero public float and annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available.

In June 2016 the SEC published proposed amendments to the definition of a smaller reporting company to include companies with less than a $250 million public float as compared to the $75 million threshold in the current definition. In addition, if a company does not have an ascertainable public float, under the proposed amendment a smaller reporting company would be one with less than $100 million in annual revenues. Once considered a smaller reporting company, a company would maintain that status unless its float drops below $200 million or its annual revenues below $80 million. For more information see HERE.

This rule is listed as being in the final rule stage on the most recent SEC Regulatory Agenda, but it is unknown what changes will be included in such final rule. The June 2016 proposal specifically declined to amend the public float threshold qualifications for “accelerated filer” and “large accelerated filer,” while eliminating the exclusion for smaller reporting companies. As a result, under the current proposed rule change companies with $75 million or more in public float would still be subject to the accelerated filer rules, including shorter periods in which to file their periodic reports and the requirement to provide auditor attestation over internal controls under Section 404(b) of the Sarbanes-Oxley Act of 2002.

Accordingly, a company that exits EGC status and does not qualify as a smaller reporting company will either be a non-accelerated filer, accelerated filer or large accelerated filer with the concurrent disclosure requirements. The following chart summaries the categories:

CATEGORY OF FILER

PUBLIC FLOAT¹ TO ENTER STATUS

REVNEUES² TO ENTER STATUS

CRITERIA TO EXIT STATUS

PUBLIC FLOAT TO RE-ENTER STATUS

REVENUES TO RE-ENTER STATUS

Emerging Growth Company (EGC)

N/A

<$1 billion

· Revenues >$1 billion

· 5^th anniversary of IPO³

· Non-convertible debt > $1 billion

· Float > $700 million

N/A

Smaller Reporting Company

<$75 million

<$50 million⁴

Float > $75 million

<$50 million

<$40 million

Non-Accelerated Filer

<$75 million

N/A

Float > $75 million

<$50 million

N/A

Accelerated Filer

>$75 million but <$700 million

N/A

Float <$75 million or > $700 Million

<$500 million but > $50 million

N/A

Large Accelerated Filer

>$700 Million

N/A

Float <$700 million

N/A

¹Public float is calculated as of the last business day of the company’s most recently completed second fiscal quarter.

²Revenues as reported in the company’s most recently completed fiscal year

³Ineligibility begins on last day of the fiscal year in which the 5th anniversary occurs.

⁴Revenue test applies only if public float is zero.

Real-world Impact

Under Section 404(a) of the Sarbanes-Oxley Act, companies are required to include in their annual reports on Form 10-K a report of management on the company‘s internal control over financial reporting (“ICFR”) that: (i) states management‘s responsibility for establishing and maintaining the internal control structure; and (ii) includes management‘s assessment of the effectiveness of the ICFR. Section 404(b) requires the independent auditor to attest to, and report on, management‘s assessment. Although a complete review of Section 404(b) is beyond the scope of this blog, in order to review, report on and attest to management’s ICFR, an auditor must, in essence, independently audit the ICFR.

A dearth of information and guidance is available on an auditor’s duties under Section 404(b), including PCAOB Auditing Standard No. 5. Although many estimates exist, based on a high-level review, there is some consensus that the average annual cost of Section 404(b) compliance for a company with a public float between $75 and $250 million is in excess of $250,000 and sometimes much higher.

At a meeting of the SEC Advisory Committee on Small and Emerging Companies (“Advisory Committee”) on September 13, 2017, an executive of a biotechnology company that is losing EGC status and will not qualify as a smaller reporting company pled for relief. Of all the changes that his company will face, the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act loom large.

Sutro Biopharma CEO William Newell gave a presentation to the Advisory Committee advocating for the increase in the definition of a smaller reporting company, as proposed, but also continuing to exempt smaller reporting companies from Section 404(b) compliance. Sutro is pre-revenue, as are many bio-pharma companies. Companies that are pre-revenue, but that may have a large public float, currently are required to comply with Section 404(b) with funds that would otherwise be used for growth, including increased staffing.

Also, Sutro is currently private and cites burdensome compliance costs as a deterrent to accessing public markets. The SEC has publicly talked about the need to energize the U.S. IPO market, including in a speech by Chair Jay Clayton (see HERE) and one by Commissioner Michael Piwowar (see HERE). The topic has also been the subject of multiple press releases and a paper by NASDAQ that is the subject of a future blog.

There is some hope for these companies. The current SEC administration is supportive of capital-raising efforts and decreased, unnecessary regulation, for companies both large and small. The pending Financial Choice Act would increase the threshold for compliance with Section 404(b) to companies with a public float of $500 million or more. See HERE. The SEC Government-Business Forum on Small Business Capital Formation encourages both the change to the definition of smaller reporting company and increase in threshold for compliance with Section 404(b). See HERE.

Differences between EGC and Smaller Reporting Company Disclosure Requirements

The scaled-down disclosures for smaller reporting companies and emerging growth companies include, among other items: (i) only 3 years of business description as opposed to 5; (ii) 2 years of financial statements as opposed to 3; (iii) elimination of certain line-item disclosures, such as certain graphs and selected financial data; and (iv) relief from the 404(b) auditor attestation requirements. However, although similar, there are differences between the scaled disclosure requirements for an emerging growth company vs. a smaller reporting company. In particular, the following chart summarizes these differences:

Scaled Disclosure Requirement

Emerging Growth Company

Smaller Reporting Company

Audited Financial Statements Required

· 2 years in a Securities Act registration statement for an IPO of common equity.

· 3 years in an IPO of debt securities.

· 3 years in an annual report or Exchange Act registration statement, unless the company is also an SRC.

· 2 years.

Description of Business (Item 101)

Standard disclosure requirements apply.

· Development of its business during the most recent three years, including:

o form and year of organization;

o bankruptcy proceedings;

o material reclassification, merger, sale or purchase of assets; and

o description of the business.

· Not required:

o seasonality;

o working capital practices;

o backlog; or

o government contracts.

· Names of principal suppliers.

· Royalty agreements or labor contracts.

· Need for government approval of principal products and services.

· Effect of existing or probable governmental regulations.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters (Item 201)

Standard disclosure requirements apply.

Not required to provide the stock performance graph.

Selected Financial Data (Item 301)

Not required to present selected financial data for any period prior to the earliest audited period presented in initial registration statement.

Not required.

Supplementary Financial Data (Item 302)

Not required until after IPO.

Not required.

MD&A (Item 303)

May limit discussion to those years for which audited financial statements are included.

· May limit discussion to those years for which audited financial statements are included.

· Not required to comply with contractual obligations table requirements in 303(a)(5).

Quantitative and Qualitative Disclosures about Market Risk (Item 305)

Standard disclosure requirements apply.

Not required, but related disclosure may be required in MD&A.

Extended Transition for Complying with New or Revised Accounting Standards

· May elect to defer compliance with new or revised financial accounting standards until a company that is not an “issuer”894 is required to comply with such standards.

· Any decision to forgo the extended transition period is irrevocable.

Standard disclosure requirements apply.

Internal Control over Financial Reporting (Item 308)

· Not required to provide attestation report of the registered public accounting firm.

· Not exempt from Item 308(a), but newly public company is not required to comply until it either has filed or has been required to file an annual report for the prior fiscal year.

Non-accelerated filers, a category that includes SRC’s, are not required to provide an attestation report of the registered public accounting firm.

Executive Compensation Disclosure (Item 402)

· Permitted to follow requirements for SRC’s.

· Exempt from principal executive officer pay ratio disclosure.

· 2 years of summary compensation table information, rather than 3.

· Limited to principal executive officer, two most highly compensated executive officers and up to two additional individuals no longer serving as executive officers at year-end.896

· Not required:

o compensation discussion and analysis;

o grants of plan-based awards table;

o option exercises and stock vested table;

o change in present value of pension benefits;

o CEO pay ratio;

o compensation policies as related to risk management; or

o pension benefits table.

· Description of retirement benefit plans.

Scaled Disclosure Requirement

Emerging Growth Company

Smaller Reporting Company

Certain Relationships and Related Party Transactions (Item 404)

Standard disclosure requirements apply.

· Lower threshold to disclose related party transactions.

· Not required to disclose procedures for review, approval or ratification of related party transactions.

· Additional requirement to disclose certain controlling entities.

· Required to disclose related party transactions not only since the beginning of last fiscal year but also for the preceding fiscal year.

Corporate Governance (Item 407)

Standard disclosure requirements apply.

· Not required to disclose whether it has an audit committee financial expert until its second annual report following IPO.

· Exempt from requirements to disclose compensation committee interlocks and insider participation and to provide a compensation committee report.

Risk Factors (Item 503(c))

Standard disclosure requirements apply.

Not required in periodic reports.

Ratio of Earnings to Fixed Charges (Item 503(d))

Required for the same number of years for which it provides selected financial data disclosures.

Not required.

The Author

Laura Anthony, Esq.
Founding Partner
Legal & Compliance, LLC
Corporate, Securities and Going Public Attorneys
330 Clematis Street, Suite 217
West Palm Beach, FL 33401
Phone: 800-341-2684 – 561-514-0936
Fax: 561-514-0832
LAnthony@LegalAndCompliance.com
www.LegalAndCompliance.com
www.LawCast.com

Securities attorney Laura Anthony and her experienced legal team provides ongoing corporate counsel to small and mid-size private companies, OTC and exchange traded issuers as well as private companies going public on the NASDAQ, NYSE MKT or over-the-counter market, such as the OTCQB and OTCQX. For nearly two decades Legal & Compliance, LLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions as well as registration statements on Forms S-1, S-8 and S-4; compliance with the reporting requirements of the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; Regulation A/A+ offerings; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers, ; applications to and compliance with the corporate governance requirements of securities exchanges including NASDAQ and NYSE MKT; crowdfunding; corporate; and general contract and business transactions. Moreover, Ms. Anthony and her firm represents both target and acquiring companies in reverse mergers and forward mergers, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. Ms. Anthony’s legal team prepares the necessary documentation and assists in completing the requirements of federal and state securities laws and SROs such as FINRA and DTC for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the OTC Market’s top source for industry news, and the producer and host of LawCast.com, the securities law network. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Las Vegas, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.

Contact Legal & Compliance LLC. Technical inquiries are always encouraged.

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The SEC Provides Further Guidance On Financial Statement Requirements In Registration Statements

Posted by Securities Attorney Laura Anthony | September 26, 2017 Tags: Background on Section 71003 of the FAST Act, Financial Statement Requirements for Companies Other than an Emerging Growth Company, Financial Statement Requirements for Emerging Growth Companies, Financial Statement Requirements In Registration Statements, Guidance On Financial Statement Requirements In Registration Statements, Section 71003 of the FAST Act

On August 17, 2017, the SEC issued guidance on financial statement requirements for confidential and public registration statement filings by both emerging growth companies (EGC) and non-emerging growth companies. The new Compliance and Disclosure Interpretations (C&DI’s) follow the SEC’s decision to permit all companies to submit draft registration statements, on a confidential basis (see HERE). The newest guidance is in accord with the SEC’s announced policy to take active measures to promote the U.S. IPO market and small business capital-raise initiatives.

Earlier in the summer, the SEC expanded the JOBS Act benefit available to emerging growth companies, to be able to file confidential draft registration statements, to all companies. Confidential draft submissions are now available for all Section 12(b) Exchange Act registration statements, initial public offerings (IPO’s) and for secondary or follow-on offerings made in the first year after a company becomes publicly reporting.

Title I of the JOBS Act initially allowed for confidential draft submissions of registration statements by emerging growth companies but did not include any other companies, such as smaller reporting companies. Regulation A+ as enacted on June 19, 2015, also allows for confidential submissions of an offering circular by companies completing their first Regulation A+ offering.

The new C&DI’s expand certain FAST Act benefits also only statutorily available to emerging growth companies, to all companies. Like the earlier expansion of the JOBS Act benefit, the new extension of rights was made by staff policy and not a formal rule change.

Background on Section 71003 of the FAST Act

Section 71003 of the FAST Act allows an EGC that is filing a registration statement under either Form S-1 or F-1 to omit financial information for historical periods that would otherwise be required to be included, if it reasonably believes the omitted information will not be included in the final effective registration statement used in the offering, and if such final effective registration statement includes all up-to-date financial information that is required as of the offering date. As directed by the FAST Act, the SEC revised the instructions to Forms S-1 and F-1 to reflect the new law.

The Section 71003 provisions do not allow for the omission of stub period financial statements if that stub period will ultimately be included in a longer stub period or year-end audit before the registration statement goes effective. In a C&DI under the prior SEC administration, the SEC clarified that the FAST Act only allows the exclusion of historical information that will no longer be included in the final effective offering. The C&DI clarifies that “Interim financial information ‘relates’ to both the interim period and to any longer period (either interim or annual) into which it has been or will be included.” For example, an issuer could not omit first-quarter financial information if that first quarter will ultimately be included as part of a second- or third-quarter stub period or year-end audit.

An SEC C&DI clarified that Section 71003 allows for the exclusion of financial statements for entities other than the issuer if those financial statements will not be included in the final effective registration statement. For example, if the EGC has acquired a business, it may omit that acquired business’ historical financial information as well. In a C&DI, the SEC confirms that: “Section 71003 of the FAST Act is not by its terms limited to financial statements of the issuer. Thus, the issuer could omit financial statements of, for example, an acquired business required by Rule 3-05 of Regulation S-X if the issuer reasonably believes those financial statements will not be required at the time of the offering. This situation could occur when an issuer updates its registration statement to include its 2015 annual financial statements prior to the offering and, after that update, the acquired business has been part of the issuer’s financial statements for a sufficient amount of time to obviate the need for separate financial statements.”

As a reminder, an EGC is defined as an issuer with less than $1,070,000,000 in total annual gross revenues during its most recently completed fiscal year. If an issuer qualifies as an EGC on the first day of its fiscal year, it maintains that status until the earliest of the last day of the fiscal year of the issuer during which it has total annual gross revenues of $1,070,000,000 or more; the last day of its fiscal year following the fifth anniversary of the first sale of its common equity securities pursuant to an effective registration statement; the date on which the issuer has, during the previous 3-year period, issued more than $1,070,000,000 in non-convertible debt; or the date on which the issuer is deemed to be a “large accelerated filer.”

NEW CD&I

Financial Statement Requirements for Emerging Growth Companies

Using staff policy, the SEC will not require an EGC to include interim financial information in its draft registration statements, that it reasonably believes it will not be required to present separately at the time of the contemplated offering. For example, if an EGC with a calendar fiscal year-end submits a draft registration statement in November 2017, but does not expect to launch the offering until April 2018, after the full 2017 audit would be required, such EGC could omit the 2015 annual financial statements and stub period information for both 2016 and 2017. That is, since only full-year audits for 2016 and 2017, and no stub period statements for nine months ended 2016 and 2017, would be included in the final effective registration statement, neither the stub periods nor the 2015 statements would need to be included in the draft registration.

Financial Statement Requirements for Companies Other than an Emerging Growth Company

The SEC has extended the benefit of Section 71003 of the FAST Act to companies that do not qualify as an EGC to allow for the omission of historical financial statements in its confidential draft registration statements, that it reasonably believes will not be required to be included at the time it files its registration statement publicly.

A company must publicly file its registration statement and all nonpublic draft submissions at least 15 days prior to any road show, and in the absence of a road show, at least 15 days prior to the requested effective date of the registration statement.

The Author

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Smaller Reporting Companies vs. Emerging Growth Companies

Posted by Securities Attorney Laura Anthony | August 23, 2016 Tags: Emerging Growth Companies, Emerging Growth Company, S-3 Eligible, Smaller Reporting Companies, Smaller Reporting Company, Test The Waters, The Fast Act

The topic of reporting requirements and distinctions between various categories of reporting companies has been prevalent over the past couple of years as regulators and industry insiders examine changes to the reporting requirements for all companies, and qualifications for the various categories of scaled disclosure requirements. As I’ve written about these developments, I have noticed inconsistencies in the treatment of smaller reporting companies and emerging growth companies in ways that are likely the result of poor drafting or unintended consequences. This blog summarizes two of these inconsistencies.

As a reminder, a smaller reporting company is currently defined as a company that has a public float of less than $75 million in common equity as of the last business day of its most recently completed second fiscal quarter, or if a public float of zero, has less than $50 million in annual revenues as of its most recently completed fiscal year-end. I note that on June 27, 2016, the SEC issued a proposed rule to change that definition. The SEC proposes to amend the definition of a smaller reporting company to include companies with less than a $250 million public float as compared to the $75 million threshold in the current definition. In addition, if a company does not have an ascertainable public float, a smaller reporting company would be one with less than $100 million in annual revenues, as compared to the current threshold of less than $50 million. Once considered a smaller reporting company, a company would maintain that status unless its float drops below $200 million or its annual revenues drop below $80 million.

An emerging growth company (“EGC”) is defined as a company with total annual gross revenues of less than $1 billion during its most recently completed fiscal year that first sells equity in a registered offering after December 8, 2011. An EGC loses its EGC status on the earlier of (i) the last day of the fiscal year in which it exceeds $1 billion in revenues; (ii) the last day of the fiscal year following the fifth year after its IPO (for example, if the issuer has a December 31 fiscal year-end and sells equity securities pursuant to an effective registration statement on May 2, 2016, it will cease to be an EGC on December 31, 2021); (iii) the date on which it has issued more than $1 billion in non-convertible debt during the prior three-year period; or (iv) the date it becomes a large accelerated filer (i.e., its non-affiliated public float is valued at $700 million or more). EGC status is not available to asset-backed securities issuers (“ABS”) reporting under Regulation AB or investment companies registered under the Investment Company Act of 1940, as amended. However, business development companies (BDC’s) do qualify.

The Fast Act

The FAST Act, passed into law on December 4, 2015, amended Form S-1 to allow for forward incorporation by reference by smaller reporting companies. A smaller reporting company may now incorporate any documents filed by the company, following the effective date of a registration statement, into such effective registration statement. In what was probably unintended in the drafting, the FAST Act changes only include smaller reporting companies and not emerging growth companies. Generally, forward incorporation by reference requires that the company be S-3 eligible. The FAST Act change has created an anomaly whereby a smaller reporting company can utilize forward incorporation by reference but an EGC could not unless it was also S-3 eligible.

Testing the Waters in an IPO

Test-the-waters communications involve solicitations of indications of interest for an offering prior to the effectiveness of a registration statement. Where Regulation A freely allows, and even encourages, test-the-waters communications, the standard IPO process using a Form S-1 still strictly limits pre-effectiveness solicitations of interest and offering communications overall. Section 5(a) of the Securities Act prohibits the sale of securities before the registration statement is deemed effective. Communications made by the company during an IPO process, depending on the mode and content, result in violations of Section 5 of the Securities Act of 1933 (the “Securities Act”). Communication-related violations of Section 5 during the pre-filing and pre-effectiveness periods are often referred to as “gun jumping.”

In April 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was enacted, which, in part, established a new process and disclosures for public offerings by EGC’s.

Section 105(c) of the JOBS Act provides an EGC with the flexibility to “test the waters” by engaging in oral or written communications with qualified institutional buyers (“QIB’s”) and institutional accredited investors (“IAI’s”) in order to gauge their interest in a proposed offering, whether prior to (irrespective of the 30-day safe harbor) or following the first filing of any registration statement, subject to the requirement that no security may be sold unless accompanied or preceded by a Section 10(a) prospectus. Generally, in order to be considered a QIB, you must own and invest $100 million of securities, and in order to be considered an IAI, you must have a minimum of $5 million in assets. For a more complete discussion on the test-the-waters provisions available to EGC’s, see my blog HERE.

Section 105(c) is not available for smaller reporting companies. Where a smaller reporting company is not also an EGC, it cannot engage in Section 105(c) test-the-waters communications made available under the JOBS Act. This is clearly a legislative miss. The JOBS Act is intended to create capital-raising opportunities for small companies. Although I understand that the thought was to assist EGC’s in the IPO process, the fact is that many smaller reporting companies engage in a series of follow-on public offerings before reaching a size and level of maturity where they no longer need the assistance of rules and laws designed to encourage capital in smaller companies. Ironically, by that point, these companies will be able to engage in additional communications only available to eligible larger issues, such as free writing prospectus and Rule 163 communications.

Refresher on Regulation S-K and S-X Differences for Smaller Reporting Companies and EGC’s

The scaled-down disclosures for smaller reporting companies and emerging growth companies include, among other items: (i) only 3 years of business description as opposed to 5; (ii) 2 years of financial statements as opposed to 3; (iii) elimination of certain line item disclosures such as certain graphs and selected financial data; and (iv) relief from the 404(b) auditor attestation requirements. However, although similar, there are differences between the scaled disclosure requirements for an emerging growth company vs. a smaller reporting company. In particular, the following chart summarizes these differences:

Read More

The Author

Laura Anthony, Esq.
Founding Partner
Legal & Compliance, LLC
Corporate, Securities and Going Public Attorneys
LAnthony@LegalAndCompliance.com

Securities attorney Laura Anthony and her experienced legal team provides ongoing corporate counsel to small and mid-size private companies, OTC and exchange traded issuers as well as private companies going public on the NASDAQ, NYSE MKT or over-the-counter market, such as the OTCQB and OTCQX. For nearly two decades Legal & Compliance, LLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions as well as registration statements on Forms S-1, S-8 and S-4; compliance with the reporting requirements of the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; Regulation A/A+ offerings; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers, ; applications to and compliance with the corporate governance requirements of securities exchanges including NASDAQ and NYSE MKT; crowdfunding; corporate; and general contract and business transactions. Moreover, Ms. Anthony and her firm represents both target and acquiring companies in reverse mergers and forward mergers, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. Ms. Anthony’s legal team prepares the necessary documentation and assists in completing the requirements of federal and state securities laws and SROs such as FINRA and DTC for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the OTC Market’s top source for industry news, and the producer and host ofLawCast.com, the securities law network. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Las Vegas, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.

Contact Legal & Compliance LLC. Technical inquiries are always encouraged.

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