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After completing an initial public offering (IPO), a company may decide to offer additional securities, either debt or equity, to the public. These offerings are referred to as “follow-on” offerings because they follow the IPO. There are two different types of follow-on offerings: A primary offering is a public offering of securities that is made [...]
Continue reading...As businesses grow, it is not uncommon for them to establish and control several subsidiary companies. Establishing subsidiary companies can be of great benefit to a parent company, as they offer the opportunity to expand the business with minimal risks. Subsidiaries can be formed in different ways and for various reasons. A corporation can form a [...]
Continue reading...Financial Industry Regulatory Authority (FINRA) has announced that it is expanding its free, online service, BrokerCheck, to reveal additional and more detailed information concerning brokers and brokerage firms. Changes being made to BrokerCheck include the following: • All historic complaints dating back to 1999 for individual brokers who are currently registered or whose registrations were [...]
Continue reading...Buried deep in the (literally) thousands of pages in The Dodd-Frank Wall Street Reform and Consumer Protection Act are changes to Regulation D and the accredited investor definition. Currently, individuals are accredited investors if either: their net income exceeded $200,000, or joint net income with their spouse exceeded $300,000, in the two most recent years [...]
Continue reading...The purpose of an operating agreement is to establish the rights, powers, duties, liabilities, and obligations of the members between themselves and with respect to the LLC. An operating agreement aids your LLC by guarding your limited liability status, heading off financial or management misunderstandings, and making sure your business is governed by the rules [...]
Continue reading...If you plan to acquire a business through a merger, you will need to conduct an in-depth investigation of that business before proceeding with the transaction. This process is called due diligence, and it often requires careful review of documents by a corporate attorney. By conducting due diligence on the target business, you will gain [...]
Continue reading...When setting up your business, you should choose your structure carefully, as whichever structure you choose will have profound implications for taxes, regulatory restrictions, finance considerations, and other legal issues. Two of the most common business structures are corporations and LLCs. Corporations are considered legal entities of their own, separate from the business owner who [...]
Continue reading...When conducting mergers and acquisitions, companies should be aware of the many rights and responsibilities that accompany these processes. This is particularly important when it comes to tax liabilities. Although many people use the terms “mergers” and “acquisitions” interchangeably, the two terms have different meanings. A merger occurs when two or more companies combine to [...]
Continue reading...When conducting a private placement offering, there is one essential document that companies must draft: a Private Placement Memorandum. This document outlines all of the disclosures required by law and offers investors information so that they make informed decisions about participating in the offering. A Private Placement Memorandum (PPM) outlines the terms of securities that [...]
Continue reading...When a corporation needs to raise a large amount of capital, an initial public offering can be a wise course of action. To conduct an initial public offering, a corporation’s shares are made available for purchase to the general public. Doing so provides the company with a substantial influx of cash and the opportunity to [...]
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