FYI: Articles on Key Topics of Interest

This section provides access to articles we believe may be of interest to to our clients.  The content of these articles are not legal advice.  They are provided solely for informational purposes.

• Raising Capital
  • Accredited Investor Verification Request Form (added March 11, 2011)
  • Accredited Investor Definition in Canada (added March 11, 2011)
  • Accredited Investor Definition in the United States (added March 11, 2011)
  • An Overview of Some of Your Options When Raising Capital
  • "Anyone with Money is a Friend of Mine" Traps to Avoid When Raising Private Capital (added March 11, 2011)
    • Part One: Relying on the “Close Personal Friend” and “Close Business Associate” Exemptions to Raise Private Placement Capital (added March 11, 2011)
    • Part Two: Relying on the “Accredited Investor” Exemption to Raise Private Placement Capital (added March 18, 2011)
    • Part Three: Relying on the “Offering Memorandum” Exemption to Raise Private Placement Capital (added March 24, 2011)
  • Capital Raising Registration and Prospectus Exemptions in Canada (added March 11, 2011)
  • Chart of US Exempt and Registered Offerings Available to Small and Micro-Cap Issuers
  • Eligible Investor Definition in Canada (added March 23, 2011)
  • How Not to Lose Your Virginity and Private Issuer Status
  • Private Placements by Public and Private Companies
  • Sample Cover Letter & Questionnaire Sent to Investors by Securities Regulators (added March 24, 2011)
  • Sample Cover Letter & Order of Production Sent to Issuers by Securities Regulators (added March 24, 2011)
  • Stock Options of Private Companies
  • Stock Options of Public Companies

• Going Public
  • An Overview of the Many Ways You Can Go Public in the US and Canada
  • Buyer Beware: Is that Shell Company a Shell?
  • Cheap Stock and Other Going Public Issues
  • Due Diligence: The Due Diligence Checklist (added March 22, 2011)
  • For 10 Shells: The New Sweetheart of US Investment Dealers (posted April 2, 2011)
  • Form 10 Shell Transaction Examples (posted April 2, 2011)
  • Going Public in Canada: The TSX Group of Exchanges: Presentation at Venture Korea (October 18, 2007)
  • How to Go Public in Canada and the US.
  • Reverse Takeovers: The Fast Track to Going Public
  • Reverse Takeovers on the TSX: A Relatively Short Process with a Long History
  • US Shells, the Wolfe Letter, and NASD Guidelines
  • Your Obligations Once You Go Public
  • What You Need to Know About Finders, Agents and Brokers
     
• Securities Trading Markets
  • Listing Requirements: Master Chart of the AMEX, Nasdaq_SM, Nasdaq_NM,  OTCBB, TSX, TSX Venture and US Pink Sheets Listing Requirements (updated  August 26, 2010)
  • Listing Requirements of the American Stock Exchange  (updated  August 26, 2010)
  • Listing Requirements of NASDAQ Stock Markets  (updated  April 10, 2011)
  • Listing Requirements of New York Stock Exchange  (updated  April 10, 2011)
  • OTCBB as Stepping Stone: The Truth About Starting Out on the OTCBB (updated - August 26, 2010)
  • Listing Requirement of the Canadian National Stock Exchange - CNSX  (updated  August 26, 2010)
  • Listing Requirements of the OTCBB  (updated  August 26, 2010) and the US Pink Sheets
  • Listing Requirements of the Toronto Stock Exchange - Industrial, Technology, Research & Development Companies  (updated  March 10, 2011)
  • Listing Requirements of the Toronto Stock Exchange - Exploration and Mining Companies  (updated  March 10, 2011)
  • Listing Requirements of the TSX Venture Exchange - Industrial, Technology, Life Sciences, Real Estate, and Investment Companies (updated  March 10, 2011)
  • Listing Requirements of the TSX Venture Exchange - Exploration and Mining Companies (updated  March 10, 2011)
  • The Pink Sheets: A Better Option Than You Think
  • What is the Attraction of the US Over the Counter Markets?
     
• Corporate Governance
  • Audit Committees and Charter Requirements of the OTCBB, TSX Venture Exchange and Nasdaq_SM
  • Who is Considered an Independent Director by the TSX Venture Exchange and Nasdaq_SM
     
• Resale Rules and Secondary Trading
  • Canadian Resale Rules (posted April 1, 2011)
  • Blue Sky State Resale Rules and the Need for OCTBB, Pink Sheet and Canadian Companies to Register with Standard & Poor or Moody's (updated March 26, 2011)
  • Blue Sky Manual Exemptions (updated March 25, 2011)
  • How Do You Get the Restrictive Legend off Your US Stock Certificates: Rule 144
  • US Blank Check Stock: Does the Legend Ever Come Off Post Wolfe
     
• Other Topics of Interest
  • FINRA Proposes New Rules and Fees for Actions Taken by OTCBB and PinkSheet Issuers