Securities Law Services
Acquisition Stars provides comprehensive securities law services for companies navigating public markets, from going public transactions to ongoing SEC compliance. Our unique combination of M&A expertise and securities law knowledge positions us to handle complex transactions that bridge private and public markets, with deep regulatory expertise and managing partner involvement on every deal.
Securities attorney: A lawyer who advises companies on SEC registration, OTC Markets compliance, Form 211 filings, and going public transactions. Securities attorneys ensure issuers meet federal securities law requirements for stock trading, public offerings, and ongoing SEC reporting obligations under the Securities Act of 1933 and Exchange Act of 1934.
TL;DR - Is This You?
Stuck trading on Expert Market (Double Black)? Your stock is illiquid because you can't get quoted. Form 211 gets you back to Pink Current or higher-but only if filed correctly. Most lawyers don't know how.
On Pink Markets but need credibility? OTCQB tier requires compliance work most companies don't have. We handle the filing, the disclosure catch-up, and the regulatory responses so you can actually trade.
Ready to go public but confused on path? Reverse merger, Reg A+, direct listing-each has different regulatory requirements and timelines. We know which path works for your situation.
Why This Matters: The Expert Market Trap
Expert Market companies look "dead" to investors. No trading quotes. No bid-ask spread. Shareholders can't sell even if they want to. Most law firms ignore this problem or give generic advice that doesn't work.
Form 211 is the FINRA tool that brings quotes back online. But the filing requires specific disclosures, financial documentation, and regulatory responses that most attorneys have never done. One mistake delays everything by months.
Acquisition Stars has deep Form 211 filing experience. We know the FINRA examiners' concerns before they raise them. We know which financial gaps kill approvals. We know how to respond to comments to get cleared-not rejected.
Acquisition Stars specializes in OTC Markets transactions nationwide. Our core practice: getting companies from Expert Market back to quoted status through Form 211 filings, compliance catch-up work, and tier upgrade strategies. Recent engagements include Expert Market removals, Pink to OTCQB upgrades, going public via reverse merger, and SEC compliance rescue operations.
Ready to get your shareholders liquid again? Book a consultation to discuss your specific situation. We'll map your options and next steps in 30 minutes.
Request Engagement AssessmentOr call (248) 266-2790 for immediate assessment
What securities law services does Acquisition Stars provide?
Acquisition Stars provides SEC reporting, Form 211 filing, OTCQB listings, reverse mergers, and securities registration services nationwide.
Our unique combination of M&A transaction experience and securities compliance expertise enables sophisticated solutions across seven core service areas. Acquisition Stars handles matters nationwide with deep regulatory knowledge and practical business perspective.
Reverse Merger Transactions
Strategic path to public markets combining M&A expertise with securities law compliance.
Learn MoreForm 211 Filing (FINRA)
Expert FINRA Form 211 filing for market makers to quote OTC securities.
Learn MoreGoing Public Advisory
Comprehensive guidance for IPO, direct listing, SPAC, and reverse merger transactions.
Learn MoreOTCQB Application
Complete OTCQB tier qualification and listing services for public companies.
Learn MoreSEC Reporting
Ongoing SEC compliance including 10-K, 10-Q, 8-K, and proxy statement filing.
Learn MoreOTC Markets Compliance
Pink Current, OTCQX, and Expert Market compliance and remediation services.
Learn MoreSecurities Registration
Regulation A+, Regulation D, and S-1 registration for capital raising. <a href='/blog/reg-d-offering-guide' class='text-blue-200 hover:text-white underline'>Learn about Reg D offerings</a>.
Learn MoreReady to Navigate Securities Law?
Our unique M&A + securities expertise delivers sophisticated solutions across all service areas.
Discuss Your Securities MatterWhat is SEC Rule 144 and how do you sell restricted stock?
SEC Rule 144 is the safe harbor exemption allowing holders of restricted and control securities to sell shares in public markets after meeting holding period and volume requirements.
Understanding Rule 144 requirements is critical for company insiders, early investors, and holders of restricted stock who want to sell shares in the public market. Acquisition Stars guides clients through the complex Rule 144 compliance process to ensure legal resale of securities.
Rule 144 Holding Period Requirements
- Reporting Companies: 6-month holding period for restricted securities purchased from the issuer or affiliates
- Non-Reporting Companies: 12-month holding period required before any Rule 144 sales
- After Holding Period: Non-affiliates can sell without volume limits or Form 144 filing
Volume Limitations & Form 144 Filing
- Volume Limit: Greater of 1% of outstanding shares OR average weekly trading volume (prior 4 weeks)
- Form 144 Filing: Required for affiliate sales exceeding 5,000 shares or $50,000 in any 3-month period
- Current Public Information: Company must be current in SEC reporting or Alternative Reporting requirements
Acquisition Stars Rule 144 Services
Determine Rule 144 eligibility, holding period calculations, and volume limitations for your specific securities
Complete Form 144 preparation and filing with SEC, ensuring compliance with all disclosure requirements
Analyze affiliate status under SEC rules and structure sales to comply with Rule 144 restrictions
Common Rule 144 scenarios we handle: Founder stock sales after company goes public, early investor exits from restricted stock purchases, affiliate sales following resignation from board or management, and strategic secondary offerings using Rule 144. Acquisition Stars ensures your Rule 144 sales comply with all SEC requirements while maximizing liquidity opportunities.
💡 Pro Tip: Rule 144 volume limitations reset every 3 months, allowing strategic planning for large stock positions. Non-affiliates who hold restricted securities for more than 6 months (reporting company) or 12 months (non-reporting company) can sell freely without volume restrictions or Form 144 filing.
Read our complete SEC Rule 144 guideWhat are Section 16 reporting requirements for corporate insiders?
Section 16 requires officers, directors, and 10%+ shareholders to file Forms 3, 4, and 5 reporting stock ownership and transactions, with liability for short-swing profits within 6 months.
Officers, directors, and 10% shareholders must file ownership reports and can be liable for "short-swing" profits from matching purchases and sales within 6 months. Acquisition Stars provides comprehensive Section 16 compliance services to help insiders navigate complex reporting obligations.
Reporting Requirements
- Form 3: Initial statement of beneficial ownership within 10 days of becoming insider
- Form 4: Changes in beneficial ownership within 2 business days of transaction
- Form 5: Annual statement for certain exempt transactions
Short-Swing Profit Rule
- 6-Month Window: Any purchase and sale (or sale and purchase) within 6 months creates liability
- Profit Disgorgement: Insiders must return profits to company regardless of intent
- Automatic Liability: No scienter or intent required for Section 16(b) violation
Short Sale Prohibition
- Absolute Ban: Insiders cannot sell short the company's equity securities
- Applies to All Insiders: Officers, directors, and 10% beneficial owners
- No Exceptions: Unlike Section 16(b), no exemptions exist for short sales
Who is a Section 16 "Insider"?
Officers
President, principal financial officer, principal accounting officer, any VP in charge of principal business unit/division/function, and any other officer who performs policy-making function
Directors
All members of the board of directors, including non-employee directors and directors elected by specific classes of securities
10% Shareholders
Beneficial owners of more than 10% of any class of equity securities registered under Section 12 (calculated using both direct and indirect ownership)
Acquisition Stars Section 16 Compliance Services
Complete preparation and EDGAR filing of all Section 16 reports within required deadlines
Calculate potential Section 16(b) liability and structure transactions to minimize exposure
Draft comprehensive insider trading policies including blackout periods and pre-clearance procedures
Design and implement Rule 10b5-1 trading plans for systematic stock sales
⚖️ Section 16(b) Calculation Example: Executive purchases 10,000 shares on January 15 at $10/share. On June 1 (within 6 months), executive sells 10,000 shares at $15/share. Short-swing profit = $50,000 (must be disgorged to company). Profit calculated by matching lowest purchase price with highest sale price within any 6-month period.
Read our Section 16 compliance guideWhy choose Acquisition Stars for securities law?
Acquisition Stars combines M&A expertise with securities compliance - a unique specialization backed by deep SEC/FINRA knowledge and managing partner involvement on every deal.
We provide sophisticated solutions that bridge private and public markets, backed by deep regulatory knowledge. Acquisition Stars delivers exceptional outcomes through strategic positioning and regulatory mastery.
M&A + Securities Expertise
Unique combination of M&A transaction experience and securities law knowledge for complex deals.
Reverse Merger Specialists
Leading expertise in reverse mergers, combining private company acquisitions with public market access.
Regulatory Navigation
Deep understanding of SEC, FINRA, and OTC Markets requirements for seamless compliance.
Personal Attention on Every Deal
Personal attention from the managing partner on every engagement, with clear scoping before work begins.
Discuss Your Securities Matter
SEC compliance, OTC Markets, and going public transactions. Managing partner on every engagement.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Frequently Asked Questions
What securities law services does Acquisition Stars provide?
Acquisition Stars provides comprehensive securities law services including: (1) Going Public Transactions-IPOs, direct listings, reverse mergers, and SPAC combinations; (2) SEC Compliance-10-K, 10-Q, 8-K filings and ongoing reporting obligations; (3) OTC Markets Services-OTCQB applications, Pink Current maintenance, Expert Market removal; (4) Securities Registration-Regulation A+, Regulation D, and S-1 offerings for capital raising; (5) FINRA Matters-Form 211 filing for market maker quotation; (6) M&A + Securities-unique expertise combining merger transactions with securities compliance. We specialize in getting Expert Market companies back to quoted status with deep OTC transaction experience nationwide.
What is a reverse merger and how does it differ from an IPO?
A reverse merger allows a private company to become publicly traded by merging with an existing public shell company, bypassing the traditional IPO process. Key differences: (1) Timeline-reverse mergers complete in 2-4 months vs 6-12 months for IPO; (2) Cost-$200K-500K for reverse merger vs $2M+ for IPO; (3) Certainty-guaranteed public listing vs risk of failed IPO; (4) Capital-no immediate capital raise vs IPO funding; (5) Regulatory-less SEC scrutiny initially vs intensive IPO review. Acquisition Stars' unique M&A + securities expertise makes us ideal for reverse merger transactions, having completed numerous deals combining our merger expertise with public company compliance.
What is Form 211 and when is it required?
FINRA Form 211 (not to be confused with IRS Form 211) is required for market makers to initiate quotation of OTC securities. Form 211 is necessary when: (1) a company wants its stock quoted on OTC Markets for the first time; (2) trading has been suspended and needs restoration; (3) a market maker wants to quote a previously unquoted security. The Form 211 process includes: submitting 15 categories of information about the issuer, providing current financial statements, demonstrating adequate current public information, and FINRA review (typically 4-8 weeks). Acquisition Stars handles complete Form 211 preparation and filing, working with market makers to ensure successful quotation initiation.
What are OTCQB listing requirements?
OTCQB qualification requirements include: (1) Current SEC reporting or Alternative Reporting Standard compliance; (2) Minimum bid price of $0.01 per share; (3) Audited or reviewed financial statements; (4) At least 50 beneficial shareholders; (5) Verified company profile on OTC Markets; (6) Qualified sponsor (attorney or investment bank) verification; (7) No bankruptcy proceedings in past year. The application process typically takes 4-8 weeks after submission. Acquisition Stars serves as qualified OTCQB sponsor, providing comprehensive application services and ongoing compliance support to maintain venture market status.
What's the difference between Regulation A+ and Regulation D offerings?
Regulation A+ and Regulation D are different securities exemptions for capital raising: Regulation A+ (Mini-IPO) allows raising up to $75M annually from both accredited and non-accredited investors, requires SEC qualification (2-4 months), includes ongoing reporting obligations, and permits general solicitation and secondary trading. Regulation D (Rule 506) has no dollar limit but typically restricts sales to accredited investors only (506(c) allows advertising), requires only notice filing with SEC, has no ongoing reporting, but securities have restricted resale. Acquisition Stars helps companies choose the optimal exemption based on capital needs, investor base, timeline, and long-term liquidity goals.
What is SEC Rule 144 and when does it apply?
SEC Rule 144 provides a safe harbor exemption for selling restricted and control securities without registration. Rule 144 applies to: (1) Restricted securities-shares acquired in private placements, Regulation D offerings, or employee compensation plans; (2) Control securities-shares held by affiliates (officers, directors, 10%+ shareholders) even if purchased on open market. Holding period requirements: 6 months for SEC-reporting companies, 12 months for non-reporting companies. Volume limitations restrict sales to greater of 1% of outstanding shares or average weekly trading volume over 4 weeks. Form 144 must be filed for sales exceeding 5,000 shares or $50,000 in any 3-month period. Acquisition Stars advises on Rule 144 compliance and prepares opinions for transfer agents. Learn more in our complete SEC Rule 144 guide.
What are Section 16 reporting requirements?
Section 16 of the Securities Exchange Act requires corporate insiders of SEC-reporting companies to report stock ownership and transactions. Section 16 insiders include: officers, directors, and 10%+ beneficial shareholders. Reporting forms: (1) Form 3-initial statement of beneficial ownership filed within 10 days of becoming insider; (2) Form 4-changes in beneficial ownership filed within 2 business days of transaction; (3) Form 5-annual statement for certain exempt transactions. Section 16(b) short-swing profit rule requires insiders to disgorge profits from matching purchases and sales within 6-month period. Penalties for late filing include public disclosure of delinquency and potential SEC enforcement. Acquisition Stars implements Section 16 compliance programs including blackout periods, pre-clearance procedures, and Form 4 preparation. Read our Section 16 short-swing profit rules guide for details.
Do I need a securities lawyer for a private placement?
Yes, private placements require securities counsel to ensure compliance and avoid liability. Risks of proceeding without attorney include: (1) Inadvertent general solicitation destroying exemption; (2) Failure to verify accredited investor status properly; (3) Inadequate disclosure creating fraud liability; (4) Missing state blue sky compliance requirements; (5) Improper Rule 506(b) vs 506(c) election. Attorney work includes: drafting subscription agreements, preparing private placement memoranda, filing Form D notices, conducting investor suitability verification, issuing legal opinion letters for transfer agents, and providing Rule 144 guidance for future resales. Acquisition Stars provides cost-effective private placement counsel for Regulation D offerings nationwide. Legal fees ($10K-$25K) are minimal compared to enforcement risk and potential rescission liability.
What is the Expert Market and how do I avoid it?
The Expert Market is a restricted OTC Markets tier for companies not meeting current information requirements under SEC Rule 15c2-11. On Expert Market: only broker-dealers and institutional investors can trade, retail investors are excluded, quotations aren't publicly displayed, and liquidity is severely limited. Companies land on Expert Market when: (1) SEC reporting lapses and company becomes delinquent; (2) OTC Markets disclosure isn't maintained and Pink Current status is lost; (3) Shell risk status is assigned without adequate current information. To avoid Expert Market: maintain timely SEC 10-Q/10-K filings if Exchange Act reporting company, or maintain OTC Markets Alternative Reporting Standard disclosure if Pink tier company. Exit Expert Market by: becoming current with disclosure, filing Form 211 through market maker sponsor, and achieving FINRA clearance. Acquisition Stars helps companies avoid Expert Market relegation and execute Expert Market removal strategies.
What are the penalties for securities law violations?
Securities law violations carry severe civil and criminal penalties. SEC enforcement actions include: (1) Cease and desist orders halting violative conduct; (2) Disgorgement of ill-gotten gains plus prejudgment interest; (3) Civil monetary penalties up to $194,000 per violation for individuals, $972,500 for entities; (4) Officer and director bars prohibiting serving public companies; (5) Penny stock bars restricting market participation. Criminal violations under Securities Act and Exchange Act carry: up to 20 years imprisonment, criminal fines up to $5,000,000 for individuals and $25,000,000 for entities. Private litigation risks include: rescission offers requiring refund of investor money plus interest, compensatory damages for fraud, and punitive damages. Common violations: unregistered securities offerings, insider trading, financial statement fraud, and disclosure failures. Acquisition Stars provides preventive compliance counsel to avoid enforcement exposure.
What is a Regulation A+ offering?
Regulation A+ is an SEC exemption allowing companies to raise up to $75 million annually from both accredited and non-accredited investors. Two tiers: (1) Tier 1-up to $20M with state blue sky compliance required; (2) Tier 2-up to $75M with federal preemption of state review (preferred). Process: file offering statement on Form 1-A with SEC, obtain SEC qualification (not registration), conduct offering and close over 12 months. Advantages: test-the-waters marketing before filing, general solicitation permitted, immediate secondary trading allowed, semi-annual reporting only (not full 10-Q/10-K). Requirements: audited financial statements, ongoing disclosure obligations, investment limits for non-accredited investors (10% of income/net worth annually). Timeline: 3-6 months for SEC qualification. Acquisition Stars provides complete Regulation A+ services including offering statement preparation, SEC comment response, and post-qualification compliance.
How long does SEC review take for registration statements?
SEC review timelines vary by filing type and complexity: (1) S-1 traditional IPO-initial comment letter in 30 days, typically 3-4 comment rounds over 3-6 months to effectiveness; (2) Regulation A+ Form 1-A-initial comments in 30 days, qualification typically achieved in 3-5 months; (3) Form 8-A shell company registration-often quick review, 2-4 weeks if clean; (4) Form 10 for Exchange Act registration-similar to S-1, expect 3-6 months. Factors affecting timeline: (1) Quality of initial filing-complete disclosure reduces comments; (2) Industry complexity-emerging growth companies or unique business models receive enhanced scrutiny; (3) Financial statement issues-auditor independence, revenue recognition, or going concern matters extend review; (4) SEC workload-filing near quarter-end or during busy periods may delay assignment. Acquisition Stars prepares SEC filings to minimize comment rounds and accelerate review timelines through proactive disclosure and technical accuracy.
Your Stock Shouldn't Be Illiquid
Whether you're on Expert Market with no quotes, Pink without disclosure current status, or ready to upgrade tiers-timing matters. FINRA moves slowly. OTC Markets compliance gets complex. One missed detail costs weeks of delay and shareholder frustration.
Get a strategic consultation with attorneys who've actually filed Form 211s successfully, managed Expert Market removals, and upgraded tier status. Fixed pricing. Realistic timelines. Approved results.
No obligation. We'll discuss your current situation, explain your options, and quote pricing in one call. Most consultations take 30 minutes.
Ready to Discuss Your Securities Needs?
Alex Lubyansky on every engagement. Experienced securities counsel for complex regulatory matters.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790