Expert commentary on securities law, SEC compliance, going public, and corporate finance from a former SEC enforcement attorney.
Variable-rate convertible notes are engineered so the financing source profits regardless of what happens to the issuer's stock. A former SEC enforcement attorney explains the mechanics, the dilution math, and the disclosure obligations issuers routinely miss.
Read ArticleDescribing a variable-rate convertible note as "working capital financing" is how issuers turn a bad deal into a disclosure problem. What a compliant description of dilution exposure actually looks like in a 10-K, 10-Q, or S-1.
Read ArticleThe SEC's Section 15(a)(1) theory has reshaped the toxic financing market: funders who buy notes, convert at a discount, and resell into the market are being charged as unregistered dealers. What that means for issuers on the other side of the paper.
Read ArticleCannabis and hemp companies raise capital under a web of federal illegality, state licensing, and evolving FDA and USDA rules. A securities attorney explains how to build a disclosure framework that survives SEC scrutiny.
Read ArticleGenerative AI can draft offering documents, financial projections, and risk factors in minutes. But speed is not a defense to a misleading statement. A former SEC enforcement attorney on the disclosure duties issuers cannot delegate to a model.
Read ArticleEvery issuer is entitled to describe its strengths. Liability begins where optimism is presented as certainty. A former SEC enforcement attorney on the line between permissible promotion and a material misstatement in a securities offering.
Read ArticleA comment letter is a regulatory examination of your disclosure, not a copy-edit. A practical, step-by-step checklist for responding to SEC staff comments without opening new issues, extending the review, or creating a record you cannot live with.
Read ArticleRegulation Crowdfunding (Reg CF) lets private startups raise up to $5 million per year from ordinary investors — but the compliance framework is unforgiving. A crowdfunding attorney's step-by-step guide to Form C, funding portals, offering caps, disclosure duties, and post-offering reporting.
Read ArticleAfter nine years inside the SEC's Division of Enforcement, I know exactly what patterns cause an investigation to open. This is not a compliance checklist — this is the analytical framework enforcement attorneys actually use.
Read ArticleReverse mergers and OTC market listings have generated more enforcement actions per transaction than almost any other segment of securities law. The reasons are structural, not incidental.
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