Tip of the Week: Choosing the Right Market Maker

At the slightest hint of sleaze, quietly slip away from a market maker.  Some market makers try to get compensated for their efforts, which is illegal.  The only money they can make is in commissions or their own profits trading the stock in question or by performing certain advisory services.  In truth, it really doesn’t ...

Come Hobnob With Top SEC Staffers and Commissioners

Got the following email from a friend in the American Bar Association’s Section of Business Law about an important upcoming conference (I added a little): The SEC has posted its on-line registration form to participate in the 27th Annual SEC Government-Business Forum on Small Business Capital Formation to be held this year on Thursday, November ...

Nine Law Firms Submit Request for Rulemaking on Rule 144(i) to SEC; Text Below 6

Below is the request for rulemaking to eliminate the “evergreen” requirement in amended Rule 144(i). The SEC received the request today. My immense thanks to my co-signers Spencer Feldman of Greenberg Traurig, David Miller of Graubard Miller, Sam Krieger of Krieger & Prager, Nanette Heide of Seyfarth Shaw LLP, Richard Anslow of Anslow & Jaclin, ...

Request for Rulemaking Coming on Evergreen Requirement

A group of prominent reverse merger professionals met telephonically last week. We decided to move forward with a “request for rulemaking” with the SEC to ask the Commission to eliminate the requirement for companies to stay current for Rule 144 to be available in a former shell. Since all holders must wait until one year ...

A Very Good "IDEA"

The SEC has announced a new system which will eventually replace EDGAR, the electronic data gathering, analysis and retrieval program under which SEC filings are made electronically. IDEA, which stands for Interactive Data Electronic Applications, will allow investors to quickly and easily search financial information. SEC Chairman Christopher Cox recently led a press conference detailing ...

Can a Securities Act Section 4(1) Opinion Remove a Restrictive Legend Despite the Rule 144 Evergreen Requirement? 2

The seminal Securities Act of 1933 provides that in order for shares of stock to become tradable, a registration process with the SEC must be undertaken. There are several exemptions to the requirement to register, including Section 4(1) of the Securities Act, which very simply provides that the requirements of registration do not apply to ...

SEC Response to my Request for Interpretive Guidance

I received a telephonic response to my request for interpretive guidance on Rule 144(i). See prior blog entries for the request itself. The bad part of the response: the Staff believes that 144(i) is retroactive to issuers who stopped being shells before the effectiveness of the rule. Thus, every company that was ever a shell, ...

Heard Better Medleys Than This

A new US Court of Appeals case known as SEC vs. M&A West, Inc. et al provides important reminders about how not to structure reverse mergers and compensate intermediaries. Thanks to our friend Sam Krieger, who sent a note out to his blast list about the case. OK here we go, haven’t had to brief ...

Guest Blogger Tim Keating Weighs in on Rule 144(i) Changes…Let the Debate Begin 1

Intro from me: I have asked my good friend and client Tim Keating, with whom I have a respectful disagreement as to the impact of certain aspects of the recent SEC changes to Rule 144, to write a piece setting forth his view of the issue to be posted here, and he has offered the ...

Text of My Request for Interpretive Guidance to the SEC on Rule 144(i)

A number of blogees have emailed me asking if I can post the letter I sent to the SEC requesting interpretive guidance with respect to whether or not the “evergreen” requirement in new Rule 144(i) is retroactive. I hereby do so. I have been informed that the SEC has received and is reviewing the letter, ...