Opportunist Interviews Going Public Securities Attorney, Brenda Hamilton

BOCA RATON, Fla., July 31, 2013 /PRNewswire/ -- In order to provide a practitioner's perspective on current issues involving the law and going public transactions, Opportunist Magazine discussed the legal requirements of going public with securities attorney Brenda Hamilton of Hamilton & Associates Securities Law. Brenda's practice is focused primarily on securities law, going public and direct public offerings. Excerpts from the interview are set forth below.

Q. What does it mean for a company to go public?
A. For some, going public means the process whereby a private company files a registration statement to become an SEC reporting company. For others, going public refers to a company becoming publicly traded by obtaining a ticker symbol.
Q. Why do most companies go public?
A. Most companies go public to raise money.
Q. What is the difference between filing a Form S-1 registration statement and filing Form 10 registration statement in a going public transaction?
A. Filing a registration statement on Form S-1 registers an offering of securities while filing a Form 10 registration statement registers a class of securities.
Q. What is the most common registration statement type used in going public transactions?
A. Form S-1 is the most commonly used registration statement because all companies qualify to use Form S-1.
Q. What is a direct public offering?
A. A direct public offering is an offering conducted by a company on its own behalf without an underwriter.
Q. Can a direct public offering be used in a going public transaction?
A. Yes, direct public offerings are often used in conjunction with going public transactions.
Q. Do I have to file a registration statement on Form S-1 or Form 10 if I conduct a direct public offering?
A. Not necessarily. Each going public transaction involving a direct public offering is unique and some do not require the filing of a registration statement.
Q. Can a Form S-1 registration statement be used for a direct public offering?
A. Yes, a Form S-1 is commonly used in registered direct public offerings.
Q. What is a reverse merger ?
A. A reverse merger is a transaction in which a private company merges into or is acquired by an existing public company.
Q. Should I use a reverse merger in my going public transaction?
A. Probably not. Reverse mergers are perceived as vehicles for fraud and taint a company. New rules impact reverse merger transactions. Most often, reverse mergers cost more and take longer than filing a registration statement with the SEC in a going public transaction.
Q. Why do some securities attorneys recommend reverse mergers as part of a going public transaction?
A. Often securities lawyers who recommend reverse mergers as part of going public transactions manufacture shells or collect finders fees when the public shell is sold.
Hamilton & Associates has extensive experience in securities law and going public matters including SEC registration statements on Form S-1 and direct public offerings.

For further information about going public and securities registration statements, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202N, Boca Raton Florida, Telephone (561) 416-8956, Email: [email protected]

SOURCE Opportunist Magazine