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Author: Brenda Hamilton
Company: Hamilton & Associates Securities Law
Website: www.securitieslawyer101.com
Memorable Quote 1: GoPublic101
Author Comment / Biography:
Hamilton & Associates was founded in 1999 by Brenda Hamilton, a securities attorney. Since its inception, the securities lawyers at Hamilton & Associates have focused on going public transactions, corporate finance and securities law. The firm's securities lawyers have represented more than 300 market participants in going public, corporate finance and securities law matters. Additionally, the firm’s securities lawyers have assisted issuers who go public direct in all aspects of SEC compliance related to their transition from private to public company status. The firm’s securities lawyers have represented issuers in direct public offerings as well as IPO’s and conducted due diligence in reverse merger and other complex going public transactions.
The firm also has a substantial practice representing issuers who go public seeking both domestic and international stock exchange listings and direct public offerings. The firm’s founder, securities lawyer, Brenda Hamilton, is recognized for her experience in internal and corporate investigations including forensic analysis of securities transactions, reverse mergers and going public transactions, trading transactions and Dodd Frank matters. Ms. Hamilton has participated in matters involving more than 200 publicly traded corporations with investor losses exceeding an estimated $500,000,000. Brenda Hamilton in her role as a securities lawyer prepares SEC disclosure in “going public” matters, periodic and insider reports filed with the SEC, registration statements, direct public offerings, otcmarkets’ reporting, proxy and Information statements, private placement memorandums, Rule 144 matters, investor relations compliance. Ms. Hamilton's services as a securities lawyer include legal matters under the recently enacted Jumpstart our Business Startups Act for Emerging Growth Companies and its impact on direct public offerings.
The firm's web sites are located at www.GoPublic101.com and www.Securitieslawyer101.com.
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| Articles by Brenda Hamilton |
1. Rule 506 - Public Placements
November 21, 2013
On July 10, 2013, the SEC adopted final rules as required by Title II of the JOBS Act, which directed the SEC to eliminate the ban on general solicitation and advertising for certain offerings conducted under 506(c) Regulatino D of The Securities Act of 1933, (the "Securities Act") provided the secu...
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2. Going Public Using Form 211
November 16, 2013
Many private companies that go public are opting for the listing on the OTCMarket's Pink Sheets due to the increased costs and more stringent regulations associated with Securities and Exchange Commission ("SEC") reporting. Rule 15c2-11 ("SEC Rule 15c2-11") of the Securities Exchange Act of 1934 (th...
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3. FINRA Red Flags
October 20, 2013
The Financial Industry Regulatory Authority ("FINRA") recently identified certain red flags in connection with a disciplinary action against Gar Wood Securities LLC.
FINRA's allegations centered on Gar Wood's alleged facilitation of sales of unregistered securities in violation of the Sectio...
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4. OTC Pink Sheets 101
October 09, 2013
OTCMarkets Group operates the world's largest electronic inter-dealer quotation system for broker-dealers to trade unlisted securities. The OTCMarkets Group categorizes issuers into three tiers to fit the wide spectrum of OTC issuers.
The OTC Pink Tier
The Pink Sheets is one of the tiers...
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5. Public Placements Under Rule 506(C)
September 30, 2013
Rule 506(c) will become effective in less than a month, on September 23, 2013. The rule fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if specific requirements are met. The SEC has confirmed that the Rule 506(c) e...
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6. Form S-1 And Direct Public Offerings
September 23, 2013
Many private companies are unable to locate an underwriter prior to going public. A direct public offering ("Direct Public Offering") provides a viable solution to this dilema. A Direct Public Offering allows a company to sell its shares directly to investors without the use of an underwriter. With ...
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7. SEC Settles Charges Against Chinese Reverse Merger Company
September 22, 2013
On May 15, 2013, Dejun "David" Zou and Jianping "Amy" Qiu settled the enforcement action brought by the Securities and Exchange Commission (SEC) stemming from their alleged looting of Chinese reverse merger company, RINO International Corp. According to the SEC, Rino overstated its revenues by hundr...
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8. Direct Public Offerings 101
September 22, 2013
A direct public offering ("Direct Public Offering") allows an issuer to sell its shares directly to investors without the use of an underwriter. The Direct Public Offering involves registering securities with the Securities and Exchange Commission ("SEC") often on Form S-1 ("S-1") either on its own ...
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9. OTC Markets 101
September 22, 2013
The OTCMarkets Group, Inc. ("OTC Markets") provides a venue for quotation of the securities of companies not listed on national securities exchanges.
OTCMarkets does not require companies whose securities are quoted on its system to meet any asset, revenue or other eligibility requirements. Ma...
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10. Due Diligence and Registration Statements
September 22, 2013
Private companies in going public transactions that intend to be quoted on the OTCMarkets OTCQB must first become reporting with the Securities and Exchange Commission (the "SEC"). This is typically accomplished by filing a Form S-1 registration statement under the Securities Act of 1933, as amende...
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