Securities & Public Markets

Securities law governs how companies raise capital and how shareholders can sell. These guides cover SEC filings, OTC and OTCQB compliance, exemptions like Regulation D, and the rules around restricted stock.

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Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

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31 articles in this category.

Form A Filings for Insurance Company Acquisitions

A detailed legal analysis of Form A change-of-control filings under the NAIC model holding company act: required content and attachments, biographical affidavits, source of funds disclosure, five-year projections, plan of operation, public vs confidential treatment, 60-day pendency, hearing rights, disapproval standards, domestic regulator coordination, multi-state lead state strategy, HSR and CFIUS interplay, and post-closing Form B and ongoing reporting obligations.

Apr 18, 2026

Form E Pre-Acquisition Competition Notifications

A detailed legal analysis of Form E pre-acquisition competition notifications in insurance M&A: the Competition with Insurers Model Act, market concentration triggers, HHI analysis, Form E content requirements, state regulator review timing, prohibited acquisition standards, safe harbors, coordination with Form A and HSR, public hearings, and remedies for failed or incomplete filings.

Apr 18, 2026

Extraordinary Dividends and Form B After an Insurance Deal

A detailed legal analysis of post-closing holding company obligations after an insurance M&A transaction: the extraordinary dividend formula and state variants, Form B annual registration, Form C and Form D intercompany agreement filings, Form F enterprise risk reporting, ORSA, capital extraction planning, and ongoing compliance governance.

Apr 18, 2026

SEC Cyber Disclosure Obligations in Public Company M&A

A detailed legal analysis of SEC cyber disclosure rules for public companies in M&A: Form 8-K Item 1.05 four-day trigger, Regulation S-K Item 106 annual governance disclosures, materiality determination, national security delay exception, disclosure working groups, target incident integration, proxy and merger disclosures, NIS2 and NYDFS overlays, and class action exposure.

Apr 18, 2026

Broker-Dealer M&A: FINRA Rule 1017 Applications

A detailed legal analysis of FINRA Rule 1017 Continuing Membership Applications in broker-dealer M&A: when a CMA is required, the Rule 1014 evaluation standard, pre-filing strategy, application components, interim operating restrictions, state approvals, clearing agreement novation, U4 transfers, net capital computation, and supervisory controls integration.

Apr 17, 2026

Going-Private Transactions Under Rule 13e-3

A comprehensive guide to Rule 13e-3 going-private transactions: Schedule 13E-3 filing requirements, fairness disclosure obligations, the MFW cleansing framework and its six conditions, special committee formation, majority-of-minority vote provisions, appraisal rights under DGCL Section 262, Delaware entire fairness review, and SEC comment practice for controller mergers and buyout transactions.

Apr 17, 2026

SEC Reporting Obligations After IPO: Exchange Act Compliance

A detailed legal analysis of Exchange Act reporting obligations for newly public companies: Section 12 and 15(d) registration triggers, Form 10-K, 10-Q, and 8-K requirements, Section 16 insider reporting, Regulation FD, Rule 10b-5, 10b5-1 trading plans, Rule 144 resales, proxy statement mechanics, Schedule 13D and 13G beneficial ownership reporting, and PSLRA safe harbor for forward-looking statements.

Apr 17, 2026

Reverse Merger vs SPAC vs Direct Listing in 2026

Three paths to going public compared: reverse merger (3-6 months, $500K-$1M), SPAC merger (4-6 months, $50M+ capital), and direct listing (6-9 months, no dilution). Decision framework from securities counsel.

Apr 3, 2026

Reg D Offering: Complete Guide to Exemptions [2026]

Understanding Regulation D exemptions for raising capital? Complete guide to Rule 504, 506(b), and 506(c) - investor requirements, filing obligations, and how to choose the right exemption. Alex Lubyansky works with securities counsel on securities compliance.

Feb 24, 2026

Private Placements and Regulation D: A Legal Guide

Comprehensive legal guide to private placements and Regulation D: Section 4(a)(2) exemption, Rule 506(b) vs 506(c), accredited investor verification, Form D filings, state blue sky compliance, PPM structure, bad actor disqualification, Rule 10b-5 anti-fraud, Rule 144 resale restrictions, Reg CF and Reg A+ alternatives, and working with securities counsel.

Roll-Up and Platform Consolidation M&A Legal Guide

Comprehensive legal guide to roll-up and platform consolidation M&A: platform vs add-on structuring, holdco design, seller rollover equity, HSR cumulative analysis, shared services, multi-entity governance, debt facilities with add-on capacity, R&W insurance, exit planning, and tax structuring for PE sponsors and strategic acquirers.

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