the role of the going public attorney

7/25/2019 The Role of the Going Public Attorney

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The Role of The GoingPublic Attorney

Securities www.securitie
https://www.securitieslawyer101.com/http://www.securitieslawyer101.com/http://www.securitieslawyer101.com/https://www.securitieslawyer101.com/


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The Role of a Public Attorney

The role of the going public attorney is one of the most important

in the going public process. The going public attorneys atamilton ! Associates Law Group ha"e pro"i#e# pri"atecompanies with their going public solutions for o"er 1$ years.

A s%ille# &T' (ar%ets going public attorney can #esign an#implement the going public structure most bene)cial to yourcompany without the ris%s associate# with re"erse mergertransactions. *e ha"e represente# more than +00 mar%etparticipants in securities law matters an# going publictransactions. &ur e,perience as going public attorneys inclu#es#irect public o-erings / P& 23 slow public o-erings /Slow P& 234nitial Public &-erings /4P&5s2 an# S6' registration statements.
https://www.securitieslawyer101.com/2014/roles-going-public-attorney/https://www.securitieslawyer101.com/going-publichttps://www.securitieslawyer101.com/https://www.securitieslawyer101.com/going-public-attorneyhttps://www.securitieslawyer101.com/2015/form-s1-direct-public-offering-going-public-lawyers/https://www.securitieslawyer101.com/2015/roadmap-successful-direct-public-offering/https://www.securitieslawyer101.com/2015/roadmap-successful-direct-public-offering/https://www.securitieslawyer101.com/direct-public-offerings/https://www.securitieslawyer101.com/2013/initial-public-offering-attorneys/https://www.securitieslawyer101.com/2013/initial-public-offering-attorneys/https://www.securitieslawyer101.com/direct-public-offerings/https://www.securitieslawyer101.com/2015/roadmap-successful-direct-public-offering/https://www.securitieslawyer101.com/2015/roadmap-successful-direct-public-offering/https://www.securitieslawyer101.com/2015/form-s1-direct-public-offering-going-public-lawyers/https://www.securitieslawyer101.com/going-public-attorneyhttps://www.securitieslawyer101.com/https://www.securitieslawyer101.com/going-publichttps://www.securitieslawyer101.com/2014/roles-going-public-attorney/


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Registration Statements ! Public Attorneys

Pri"ate companies using an S6' registration statement ha"e a "arstructures a"ailable to them when #esigning their going public transactions.

iring the right going public attorney is critical to ensure the most cost an#time e-ecti"e going public solution for your pri"ate company to becomepublicly tra#e# an# ensure T' eligiblity .

(any pri"ate companies )le a registration statement )ling with theconnection with their going public transaction. The most commonly use#

registration statement form is 7orm S81.
https://www.securitieslawyer101.com/sec-registration-statementhttps://www.securitieslawyer101.com/2013/dtc-eligibility/https://www.securitieslawyer101.com/2013/dtc-eligibility/https://www.securitieslawyer101.com/2013/dtc-eligibility/https://www.securitieslawyer101.com/2013/dtc-eligibility/https://www.securitieslawyer101.com/sec-registration-statement


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*hat 4s 7orm S819

All companies :ualify to register securities on a7orm S81 registration statement . Pri"ate companies going public shoul#be aware of the e,pansi"e #isclosure re:uire# by in registrationstatements )le# with the S6' prior to ma%ing the #ecision to go public. The issuers going public attorney an# au#itor play signi)cant roles in#rafting these #isclosures. A registration statement on 7orm S81 hprincipal parts which re:uire e,pansi"e #isclosures. Part 4 of theregistration statement is the prospectus which re:uires that the companypro"i#e certain #isclosures about its business operations3 )nancialcon#ition3 an# management. Part 44 contains information that #oesn5tha"e to be #eli"ere# to in"estors. A s%ille# going public attorney can #raftthe #isclosures for the 7orm S81 an# assist management in compilinginformation re:uire# for its au#itor.
http://www.gopublic101.com/forms-1https://www.securitieslawyer101.com/form-s-1https://www.securitieslawyer101.com/form-s-1http://www.gopublic101.com/forms-1


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7inancial Statement Re:uirements7inancial statements inclu#e# in a registration statement must be au#ite# by a )rm that is amember of the Public 'ompany Accounting &"ersight ;oar# /P'A&; 2. S6' rules allow

smaller reporting companies to pro"i#e less )nancial information than larger reportingissuers.

Rule oat ofless than ?@$ million as of the last business #ay of its most recently complete# secon# )scal:uarter3 compute# by multiplying the aggregate number of shares of its common e:uity hel#by non8a liates by the price at which the common e:uity was last sol#3 or the a"erage ofthe bi# an# as%e# prices of common e:uity3 in its principal mar%etB ii2 in the case of aninitial registration statement un#er the Securities Act or 6,change Act for shares of itscommon e:uity3 ha# a public >oat of less than ?@$ million as of a #ate within +0 #ays of the#ate of the )ling3 compute# by multiplying the aggregate number of such shares hel# bynon8a liates before )ling plus the number of such shares inclu#e# in the registrationstatement by the public o-ering price of the sharesB or iii2 if the public >oat as calculate#un#er paragraph 12 or C2 abo"e is Dero3 ha# annual re"enues of less than ?$0 million #uringthe most recently complete# )scal year for which au#ite# )nancial statements are a"ailable.
http://www.sec.gov/http://www.sec.gov/http://www.sec.gov/http://www.sec.gov/


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7inancial Statement Re:uirementscont.2

The )nancial statements re:uire# for a company that #oes not :ualify as a

smaller reporting company are=E Au#ite# balance sheets consoli#ate# if you ha"e subsi#iaries2 as of theen# of each of the two most recent )scal years or if your company been ine,istence for less than one )scal year3 an au#ite# balance sheet as of a #atewithin 1+$ #ays of the #ate of )ling the registration statement.E Au#ite# statements of income an# cash >ows for each of the three )scalyears prece#ing the #ate of the most recent au#ite# balance sheet being

)le# or such shorter perio# as the issuer has been in e,istence.E 4nterim re"iewe# )nancial statements for the current perio# if the )ling ismore than 1+$ #ays after the en# of the issuer5s )scal year en#.E ate of )nancial statements= 6ach amen#ment must inclu#e up#ate#interim or au#ite# )nancial statements if the )nancial statements in theprior )ling are more than 1+$ #ays ol#.


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Smaller Reporting 'ompany isclosures

Smaller reporting companies an# their going public attorneys may elect topro"i#e the following #isclosures in their registration statement=

E Au#ite# balance sheet as of the en# of each of the most recent two )scalyears3 or as of a #ate within 1+$ #ays if the issuer has e,iste# for a perio# ofless than one )scal year.

E Au#ite# statements of income3 cash >ows an# changes in stoc%hol#ers5e:uity for each of the two )scal years prece#ing the #ate of the most recentau#ite# balance sheet or such shorter perio# that the issuer has been inbusiness2.

E 4nterim re"iewe# )nancial statements for the current perio# if the )ling ismore than 1+$ #ays after the en# of your )scal year.

E ate of )nancial statements= 6ach amen#ment must inclu#e up#ate#interim or au#ite# )nancial statements if the )nancial statements in theprior )ling are more than 1+$ #ays ol#.


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;usiness Relate# isclosures

This business section of the registration statement #escribes thegeneral character of the issuer5s business

The ;usiness Section inclu#es a brief #escription of theorganiDational history of the company3 its principal pro#ucts an#ser"ices3 potential mar%ets an# customers3 metho#s for#istributing pro#ucts an# ser"ices3 a"ailability of raw materials3intellectual property3 competiti"e con#itions3 research an##e"elopment e,penses3 costs associate# with complying withregulations3 an# the number of full an# part time employees.


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Ris% 7actor isclosures

The ris% factor section of a registration statement #escribes theris%s an# uncertainties of in"esting in the issuer.

This may inclu#e limite# )nancial resources3 a limite# operatinghistory3 a#"erse economic con#itions in a particular in#ustry3 lac%of a mar%et for the securities o-ere#3 in#ustry competition3go"ernment regulation3 an#For reliance on %ey personnel or on alimite# number of suppliers3 #istributors3 or customers.


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&ther Re:uire# isclosures

This registration statement re:uires that the issuer i#entify itso cers an# #irectors an# pro"i#e information on the issuer5scompensation an# bene)ts plan3 material transactions betweenthe issuer an# its o cers an# #irectors3 as well as material legalprocee#ings in"ol"ing the issuer or its o cers an# #irectors.

This section of the registration statement #escribes the#istribution plan for the securities being registere# in the going

public transaction inclu#ing the o-ering siDe. This section sets forth the planne# uses of the procee#s from thesale of the securities being registere# in the registrationstatement.


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(isstatements in RegistrationStatements

6ach company going public re:uires a s%ille# going public attorney to assistthem in ma%ing re:uire# S6' #isclosures. 4f the registration statement3 atthe time it becomes e-ecti"e3 contains an untrue statement of a materialfact or omits to state a material fact necessary to ma%e other statementsnot mislea#ing3 Section 11 of the Securities 6,change Act of 1 ++ imposesliability on the issuer an# its management as well as other thir# parties.

The Securities Act hol#s in#i"i#uals who help prepare a registration

statement on behalf of an issuer responsible for any misrepresentationsan# omissions in the registration statement. Section 11 a2 of the SecuritiesAct3 1$ H.S.'. Section @@% a23 ma%es se"eral categories of persons an#entities responsible for material misstatements or omissions in aregistration statement.


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(isstatements in RegistrationStatements cont.2

A maIority of the issuer5s boar# of #irectors3 as well as its principale,ecuti"e o cer or o cers3 principal )nancial o cer3 an# its controlleror principal accounting o cer3 must sign the registration statementuse# in the going public transaction. The issuer3 as well as each signeris subIect to potential ci"il liability un#er J 11 a2 of the Securities Act formaterial misstatements or omissions in the registration statement. 4n

a##ition3 any person who controls the issuer or any other responsibleparty is subIect to liability.

4n a##ition to the issuer an# its o cers an# #irectors3 attorneys3accountants an# un#erwriters are liable un#er Section 11 a2 of theSecurities Act. The liabilities associate# with #rafting registrationstatement #isclosures man#ate that the issuer engage a s%ille# an#e,perience# going public attorney.


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4f you are going to o-er an# sell securities3 or go public using anS6' registration statement you will nee# the assistance of ane,perience# securities lawyer to gui#e you through theregistration process an# ensure all re:uire# #isclosures are ma#e.

This information is pro"i#e# as a general informational ser"ice toclients an# frien#s of amilton ! Associates Law Group an#shoul# not be construe# as3 an# #oes not constitute legal a#"iceon any speci)c matter3 nor #oes this message create an attorney8client relationship. Please note that the prior results #iscusse#herein #o not guarantee similar outcomes.

amilton ! Associates K Securities Lawyers;ren#a amilton3 Securities Attorney 101 PlaDaReal South3 Suite C0C orth;oca Raton3 7lori#a ++


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irect Public &-eringirect Public &-ering Attorneysraft Registration StatementsT' 'hillsT' 6ligibilityT' Global Loc%sue iligence

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the role of the going public attorney

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