what kind of attorney "needed for going public?

When do you need a lawyer?

Each of these options results in an unaffiliated public shareholder base. That is, all of these options result in a Company, going public. The S-1 resale registration statement filed on behalf of selling shareholders is the same, and contains the same required information, as an S-1 registration statement filed on behalf of the Company itself.

How do I choose a lawyer?

Jan 05, 2015 · A Going public attorney can help ensure that a Company’s offer and sale of securities comply with both state and federal securities laws. Going public is an intricate process that can be structured a variety of ways. It is important to have an experienced going public attorney who will help you navigate through the process. Generally, all securities offerings …

What is a lawyer called?

Oct 30, 2020 · LegalMatch.com provides attorney-client matching services based on the type of case, type of lawyer needed, and your location. You simply submit your legal issue and you will be matched with a lawyer that can help. There is no fee to submit your case. The process only takes about 15 minutes and you get to choose the lawyer you want to work with.

Do I need a lawyer for a criminal case?

Going Public . LawCast- Legal & Compliance, LLC- Rule 144 . The Securities Act of 1933 (“Securities Act”) Rule 144 sets forth certain requirements for the use of Section 4(1) for the resale of securities. Section 4(1) of the Securities Act provides an exemption for a transaction “by a person other than an issuer, underwriter, or dealer.”

Do you need a lawyer to IPO?

Shareholder Agreements Companies need to hire an IPO attorney not only because they need to protect themselves legally, but also because they need to protect their shareholders, especially from each other. It can be quite easy for a group of shareholders to violate the rights of another when the total numbers are low.Jun 11, 2021

What are the requirements of going public?

Requirements for ListingThe company has predictable and consistent revenue. ... There is extra cash to fund the IPO process. ... There is still plenty of growth potential in the business sector. ... The company should be one of the top players in the industry. ... There should be a strong management team in place.More items...

What does a lawyer do in an IPO?

Lawyers will also draft and review the IPO documents, including the prospectus, to help your company comply with the relevant regulation, and ensure any statements made by your company is accurate. Sponsors: ]When you list on the Main Market, you must choose whether to have a standard listing or a premium listing.

Can a law firm go public?

Publicly traded law firms are still a ways away in the United States. Rules on whether non-lawyers can own law firms are regulated by state judiciaries — in most cases, the supreme court in each state — and there are no states considering changes that would come close to allowing a law firm to be publicly traded.Feb 16, 2015

How much revenue do you need to go public?

Make sure the market is there. Conventional wisdom tells startups to go public when revenue hits $100 million. But the benchmark shouldn't have anything to do with revenue — it should be all about growth potential. “The time to go public could be at $50 million or $250 million,” says Solomon.

Can an LLC go public?

Businesses might wonder can an LLC go public? The answer is yes. There is plenty to consider before making this change, however.

Are law firms listed on stock exchange?

In 2011, law firms were given permission to list on the stock exchange, in a radical relaxation of ownership rules. Ten years later, just a handful have taken the plunge.Dec 7, 2021

What IPO means?

initial public offeringWhen a private company first sells shares of stock to the public, this process is known as an initial public offering (IPO). In essence, an IPO means that a company's ownership is transitioning from private ownership to public ownership. For that reason, the IPO process is sometimes referred to as "going public."

Can you buy stock in law firms?

Originally Answered: Can you invest in a law firm? No. Only licensed attorneys can have ownership interests in a law firm. The Rules of Professional Conduct which governs our licenses sets this rule.

Can a law firm own stocks?

With increasing frequency, lawyers and law firms are being asked (or are aggressively seeking) to take equity ownership in their clients. ... Alternatively, stock may be negotiated by the law firm as a "premium" for legal services, in addition to its regular cash legal fees.

Do law firms have shares?

August 19, 2021 - It has long been the case that law firms have been owned by lawyers. Whereas most companies that offer equity shares do so to a large pool of investors, law firms are strictly limited to lawyer shareholders.Aug 19, 2021

What can a lawyer advise on?

A lawyer can advise an individual what they may be entitled to in their state, as laws vary by state. Issues may include alimony and child support. Without a lawyer, an individual runs the risk of inadvertently waiving their rights to alimony, visitation with their children, or even custody of their children.

What is a lawyer?

A lawyer is an individual who is licensed to practice law in a state. Lawyers are also known as attorneys or an attorney at law. Some lawyers are licensed in multiple states. Some lawyers are admitted to practice at the Federal level as well.

Why is it important to have a family lawyer?

It is important in divorce cases for an individual to have a family lawyer representing them to ensure their rights are protected.

What is criminal law?

Criminal law is the body of laws that pertain to crimes. Crimes are actions or behaviors prohibited by state or federal laws. Crimes are punishable by fines, probation, and/or imprisonment. Usually, crimes are categorized as misdemeanors or felonies.

Can a guilty plea affect immigration status?

Some guilty pleas, even to misdemeanor charges, can have long-term consequences. A guilty plea can also affect immigration status or lead to deportation of a non-citizen. It is important to remember that, in most cases, when an individual cannot afford a criminal lawyer, the court will appoint one to represent them.

What is civil matter?

Civil matters include contract disputes between businesses, real estate, and personal transactions. Unlike criminal cases, there is no determination of guilt or innocence. Usually, the parties may only recover monetary damages, including punitive damages in some cases.

Do I need a lawyer for a prenup?

In most cases, marriages do not require a lawyer but a prenuptial agreement should be reviewed by a lawyer. In some states, it is required, unless expressly waived, that an individual is represented before signing a prenuptial agreement. Many family law matters begin after a couple has been married.

What is the SEC delinquent filing program?

In 2004 the Securities and Exchange Commission (“SEC”) instituted the Delinquent Filers Program and created the Delinquent Filers Branch as part of its Division of Enforcement. The Delinquent Filers Branch was instituted to encourage publicly traded companies that are delinquent in the filing of their required periodic reports (Forms 10-K and 10-Q) under the Securities Exchange Act of 1934 (“Exchange Act”) to provide investors with accurate financial information upon which to make informed investment decisions. The securities registrations of issuers that fail to make their required periodic filings are subject to suspension or revocation by the SEC and other enforcement proceedings. Since it was instituted, the SEC Delinquent Filers Branch has suspended the trading and/or revoked the registration of thousands of companies, often in sweeps of large groups of filers in a single day. Generally, a delinquent filer will receive a letter from the SEC giving the Company 15 days in which to make the filings current, and if such filings were not made current during that time, the SEC would institute administrative proceedings to revoke the registration of the Company’s securities.

What are the risk factors of a company?

In general, risk factors pertain to the company, the industry, or the investment or offering. Company risks are those specific to the reporting company such as particular restrictive covenant documents, reliance or dependence on a concentrated source, or a history of losses. Industry risks are particular to the industry of the reporting company, such as technology, manufacturing, textile, or commonly in today’s market, cannabis. Investment or offering risks are those specifically tied to the security or trading market for the company’s securities, such as illiquidity. The risks included in each category should be organized in the order of materiality and importance. The common broad areas of risk factor disclosure include:

What is SEC Rule 134?

The SEC has many rules and regulations related to communications surrounding an offering period. Rule 134 addresses communications made after the filing of a registration statement by an Issuer regarding the issuer, the offer, and procedural matters related to the offering. Except where the communication is a simple tombstone ad containing no more than the contact information and a URL link to the filed registration statement, and identifying the type of security and price range and underwriter, Rule 134 requires that certain legends appear on all such communications. For instance, Rule 134 (b) requires the following legend on all communications after the filing of a registration statement and prior to its effectiveness: “A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.” Rule 134 (d) requires that a communication that is accompanied or preceded by the prospectus must contain the following legend: “No offer to buy the securities can be accepted and no part of the purchase price can be received until the registration statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date.” Clearly, some electronic communication platforms, such as those made available through certain social media websites, limit the number of characters or amount of text that can be included in the communication, effectively precluding display of the required statements together with the other information. The April 21, 2014, SEC C&DI update answers the question “ [U]nder what circumstances would the use of a hyperlink to the required statements satisfy the Rule 134 (b) or Rule 134 (d) requirements?” The SEC provides the following answer: “ Answer: Recognizing the growing interest in using technologies such as social media to communicate with security holders and potential investors, the staff will not object to the use of an active hyperlink to satisfy the requirements of Rule 134 (b) or Rule 134 (d) in the following limited circumstances:

How long does it take to post a disclosure on OTCQX?

A Company must post its initial disclosure documents on the OTC Markets website within 90 days of submission of its application to quote on the OTCQX, and such posting must be confirmed with a notice by the Company DAD/PAL. The filing of the initial disclosure is a precondition to acceptance of an application for quotation. Initial disclosure documents include: (i) SEC reports if the Company is subject to the Exchange Act reporting requirements; (ii) current information in accordance with OTC Markets disclosure guidelines including financial statements; and (iii) for International companies not subject to the SEC reporting requirements, all information required to be made public pursuant to Exchange Act Rule 12g3-2 (b) for the preceding 24 months, which information must be posted in English. A Company must supplement and update any changes to the initial disclosure within 30 days of acceptance of its application for quotation. International companies must follow initial disclosure with a PAL Letter of Introduction.

What is risk factor disclosure?

A risk factor disclosure involves a discussion of circumstances, trends, or issues that may affect a company’s business, prospects, operating results, or financial condition. Risk factors must be disclosed in registration statements under the Securities Act and registration statements and reports under the Exchange Act. In addition, risk factors must be included in private offering documents where the exemption relied upon requires the delivery of a disclosure document, and is highly recommended even when such disclosure is not statutorily required.

How much does an OTCQB company have to pay?

All OTCQB companies will be required to pay an annual fee of $10,000.

Does the SEC require hyperlinks?

In particular, the SEC requires “ [T]he communication contains an active hyperlink to the required statements and prominently conveys, through introductory language or otherwise, that important or required information is provided through the hyperlink.” The obvious issue is: how can a Company satisfy this requirement and include any other information of relevance in 140 characters or fewer? Also not addressed is whether a Company can post a series of communications, which are obviously related both in topic and time (such as a delay of no more than a few minutes between each post), and only include the required hyperlink and statement in one of such posts.

When a company plans on going public, the underwriter and its legal counsel are required to undertake a rigorous investigation

When a company plans on going public, the underwriter and its legal counsel are required to undertake a rigorous investigation of the company that intends to offer public shares. This is referred to as the " due diligence investigation."

What is a certificate of good standing?

A Certificate of Good Standing from the Secretary of State of the state where the Company is incorporated. Copies of active status reports in the state of incorporation for the last three years.

What is a work for hire agreement?

Any " work for hire " agreements. A schedule and copies of all consulting agreements, agreements regarding inventions and licenses or assignments of intellectual property to or from the Company. Any patent clearance documents.

What is a patent clearance?

Any patent clearance documents. A schedule and summary of any claims or threatened claims by or against the Company regarding intellectual property. Employees and Employee Benefits. A list of employees including positions, current salaries, salaries and bonuses paid during last three years, and years of service.

What is a collective bargaining agreement?

Copies of collective bargaining agreements, if any. A description of all employee problems, including alleged wrongful termination, harassment, and discrimination. A description of any labor disputes, requests for arbitration, or grievance procedures currently pending or settled within the last three years.

What is a joint venture agreement?

A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of all related agreements. Copies of all contracts between the Company and any officers, directors, 5-percent shareholders or affiliates.

What is a promissory note?

All loan agreements, bank financing arrangements, lines of credit or promissory notes to which the Company is a party. All security agreements, mortgages, indentures, collateral pledges, and similar agreements. All guaranties to which the Company is a party.