--- title: "Securities Law Guides for Companies" description: "Securities compliance guidance for private and public companies: SEC filings, OTC markets, Rule 144, and exemption requirements." canonical: "https://acquisitionstars.com/blog/category/securities" author: "Alex Lubyansky" firm: "Acquisition Stars" practice: "M&A and securities law" office: "Novi, Michigan (serves clients nationwide)" contact: "consult@acquisitionstars.com | 248-266-2790" --- # 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. [Securities Law Services →](https://acquisitionstars.com/services/securities-law) 31 articles in this category. ### [OTCQB Listing for a Michigan Holding Company [2026]](https://acquisitionstars.com/blog/michigan-otcqb-listing-holding-company) Compare the SEC direct registration path vs reverse merger for Michigan holding companies seeking OTCQB listing. Michigan blue sky, LARA, BCA requirements. Updated 2026. May 9, 2026 ### [Form A Filings for Insurance Company Acquisitions](https://acquisitionstars.com/blog/form-a-insurance-holding-company-acquisition-filing) 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](https://acquisitionstars.com/blog/form-e-insurance-pre-acquisition-competition-notification) 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](https://acquisitionstars.com/blog/insurance-ma-extraordinary-dividend-form-b-holdco) 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 ### [Oil and Gas Reserves Reporting and Valuation in M&A](https://acquisitionstars.com/blog/oil-gas-reserves-reporting-sec-valuation-ma) A detailed legal analysis of oil and gas reserves reporting and valuation in M&A: SEC Rule S-X 4-10 definitions, PRMS standards, standardized measure, 5-year PUD rule, reserve-based lending redetermination, and 10-K disclosure obligations. Apr 18, 2026 ### [SEC Cyber Disclosure Obligations in Public Company M&A](https://acquisitionstars.com/blog/sec-cyber-disclosure-public-company-ma) 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](https://acquisitionstars.com/blog/broker-dealer-ma-finra-continuing-membership) 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 ### [Form D and State Blue Sky Filings Compliance Guide](https://acquisitionstars.com/blog/form-d-state-blue-sky-filings) A comprehensive guide to Form D filing requirements under Regulation D, EDGAR access and Form ID registration, amendment triggers, federal preemption under NSMIA, state notice filing mechanics across all jurisdictions, California DFPI limited offering exemptions, New York Martin Act considerations, state-specific deadlines and fees, late filing penalties and remediation, and post-offering compliance strategy for securities counsel. Apr 17, 2026 ### [Form S-1 Registration Statement: Structure and SEC Review](https://acquisitionstars.com/blog/form-s-1-registration-statement-process) Form S-1 registration statement explained: confidential submission, prospectus structure, MD&A requirements, and the SEC comment letter process. Apr 17, 2026 ### [Going-Private Transactions Under Rule 13e-3](https://acquisitionstars.com/blog/going-private-transactions-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 ### [Going Public: Reverse Mergers, OTCQB, and SEC Compliance](https://acquisitionstars.com/blog/going-public-complete-guide) Everything founders need to know about going public in 2026: reverse mergers, OTCQB listing requirements, SEC reporting, blue sky compliance, and legal timelines. Apr 17, 2026 ### [Platform Seller Rollover Equity: Tax-Free Structures](https://acquisitionstars.com/blog/platform-seller-rollover-equity-structures) A detailed legal analysis of platform seller rollover equity in M&A transactions: tax-free rollover mechanics under Section 351, Section 368, and LLC contribution, dual-class structures, vesting and bad leaver provisions, minority protections, put/call rights, K-1 pass-through taxation, exit waterfall participation, and common structural pitfalls. Apr 17, 2026 ### [Regulation D Rule 506(b) vs 506(c): Choosing an Exemption](https://acquisitionstars.com/blog/reg-d-506-b-versus-506-c-offerings) A detailed legal analysis of Regulation D Rule 506(b) and Rule 506(c) private placement exemptions: general solicitation prohibition, non-accredited investor allowances, JOBS Act history, verification standards, disclosure obligations, integration doctrine, demo day exceptions, state preemption under NSMIA, and strategic considerations for issuers choosing between the two exemptions. Apr 17, 2026 ### [SEC Reporting Obligations After IPO: Exchange Act Compliance](https://acquisitionstars.com/blog/sec-reporting-34-act-public-company-obligations) 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 ### [Florida Blue Sky Laws: What Acquirers Actually Need to Know](https://acquisitionstars.com/blog/florida-blue-sky-laws-overview) Florida Chapter 517 is a notice-filing state, NSMIA preempts most covered securities, and blue sky only becomes a deal issue when earn-out equity or seller notes enter the picture. A practical overview for acquirers and sellers. Apr 12, 2026 ### [SEC Form 8-A: Registration Guide & Costs [2026]](https://acquisitionstars.com/blog/sec-form-8a-guide) SEC Form 8-A registration: filing requirements, post-effectiveness compliance, costs, and comment letter strategies from a securities attorney. Apr 5, 2026 ### [OTCQB vs OTCQX: Requirements, Costs, and Which Fits [2026]](https://acquisitionstars.com/blog/otcqb-vs-otcqx) OTCQB vs OTCQX comparison: eligibility requirements, annual fees ($15K vs $25K), financial standards, governance requirements, and when each market tier makes sense. Decision framework from securities counsel. Apr 3, 2026 ### [Reverse Merger vs SPAC vs Direct Listing in 2026](https://acquisitionstars.com/blog/reverse-merger-vs-spac-vs-direct-listing) 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 ### [Blue Sky Law Compliance for Startups [2026 Guide]](https://acquisitionstars.com/blog/blue-sky-law-compliance-startups) Blue sky law compliance guide for startups. Covers fundraising, employee stock options, multi-state operations, and common compliance gaps that surface during due diligence. Mar 27, 2026 ### [Reg D Blue Sky Filing: State Filing Requirements [2026]](https://acquisitionstars.com/blog/regulation-d-blue-sky-filing) Regulation D blue sky filing guide. State-by-state notice filing requirements for Rule 506(b) and 506(c) offerings. Form D timing, fees, and compliance deadlines. Mar 27, 2026 ### [Private Placement Memorandum (PPM): 7 Required Sections](https://acquisitionstars.com/blog/private-placement-memorandum-guide) PPM guide: 7 required disclosure sections, Reg D exemption rules (506b vs 506c), typical cost ($15K-$50K), and the 4 mistakes that trigger SEC enforcement. Updated for 2026. Feb 24, 2026 ### [Reg D Offering: Complete Guide to Exemptions [2026]](https://acquisitionstars.com/blog/reg-d-offering-guide) 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 independent securities counsel on securities compliance. Feb 24, 2026 ### [Section 16 Short-Swing Profit Rules and Disgorgement](https://acquisitionstars.com/blog/section-16-short-swing-profit-rules) Section 16(b) forces corporate insiders to disgorge profits from any purchase and sale within 6 months. Who is covered and which exemptions apply. Nov 1, 2025 ### [What Is OTCQB? Requirements, Costs & Who Qualifies](https://acquisitionstars.com/blog/what-is-otcqb-venture-market) What is OTCQB? OTC Markets' venture tier for early-stage companies: audited financials, $0.01 bid test, $15,000 annual fee. Requirements and costs, 2026. Feb 20, 2025 ### [OTCQB Listing Requirements 2026: Standards and Fees](https://acquisitionstars.com/blog/otcqb-listing-requirements) OTCQB requires a $0.01 minimum bid price, 50 round-lot shareholders, annual attestation, and SEC-reporting history. Full standards and fees inside. Feb 15, 2025 ### [SEC EDGAR Filings: 10-K, 10-Q, 8-K & Form D Deadlines](https://acquisitionstars.com/blog/sec-reporting-requirements) 10-K, 10-Q, and 8-K deadlines by filer status, SOX requirements, and what happens if you miss a filing. SEC compliance guide from securities counsel. Feb 15, 2025 ### [Reverse Merger Meaning, Process & Cost vs IPO](https://acquisitionstars.com/blog/reverse-mergers-explained) What is a reverse merger? A private company merges into a public shell to go public in 3-6 months vs IPO's 12-18, no underwriting fees. 2026 guide. Feb 14, 2025 ### [FINRA Form 211 vs IRS Form 211: Which Do You Need?](https://acquisitionstars.com/blog/finra-form-211-vs-irs-form-211) Confused about Form 211? FINRA Form 211 enables OTC trading for public companies. IRS Form 211 reports tax fraud. Securities attorney explains the critical differences. Feb 6, 2025 ### [SEC Rule 144 Guide 2026: Holding Periods & Form 144](https://acquisitionstars.com/blog/sec-rule-144-explained) SEC Rule 144 governs resale of restricted and control securities. Covers holding periods, volume limits, Form 144 filing, and M&A implications. Jan 6, 2025 ### [Private Placements and Regulation D: A Legal Guide](https://acquisitionstars.com/blog/private-placements-reg-d-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](https://acquisitionstars.com/blog/roll-up-platform-consolidation-ma-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. ## Considering a Transaction? We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky works directly on every matter. [Request Engagement Assessment](https://acquisitionstars.com/consultation) [Securities Law Services](https://acquisitionstars.com/services/securities-law) --- Source: https://acquisitionstars.com/blog/category/securities Markdown version generated for machine readers. Canonical HTML at the source URL.