--- title: "Securities Attorney | SEC & OTC Markets Compliance [2026]" description: "Stuck on Expert Market? Acquisition Stars helps you plan the path back to quoted status and works with securities counsel on Form 211, SEC reporting, OTCQB listings, and reverse mergers. Senior partner involvement on every deal." canonical: "https://acquisitionstars.com/services/securities-law" firm: "Acquisition Stars" practice: "M&A and securities law" office: "Novi, Michigan (serves clients nationwide)" contact: "consult@acquisitionstars.com | 248-266-2790" --- # Securities Attorney: SEC, OTC Markets & Going Public Counsel **Acquisition Stars** helps companies navigating public markets plan the M&A side of their transactions, from going public deals to ongoing compliance planning, and works with securities counsel on the SEC and FINRA work itself. Our unique combination of **M&A expertise and securities coordination** positions us to help with complex transactions that bridge private and public markets, with managing partner involvement on every deal. [Request Engagement Assessment](https://acquisitionstars.com/consultation) [Call (248) 266-2790](tel:+12482662790) ![Donald Hateley, Of Counsel for securities law at Acquisition Stars](https://acquisitionstars.com/images/donald-hateley-headshot.webp) ## 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. [Request Engagement Assessment](https://acquisitionstars.com/consultation) **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. ## Is This Your Situation? **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. Our [OTCQB application services](https://acquisitionstars.com/services/otcqb-application) help coordinate the filing, the disclosure catch-up, and the regulatory responses, working with securities counsel, 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. 30-45 days Form 211 Approval Timeline Every Deal Partner-Led Clear Scoping Defined Engagement Terms ### 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 coordinates Expert Market removals and works with securities counsel on the Form 211 filing itself.** We help you understand what FINRA examiners look for, which financial gaps commonly delay approvals, and how the comment-response process works, so the filing goes in clean the first time. **Acquisition Stars serves OTC Markets companies nationwide.** Our core focus: helping companies get from Expert Market back to quoted status through Form 211 coordination, compliance catch-up planning, and tier upgrade strategy, working with securities counsel throughout. Recent engagements include Expert Market removals, Pink to OTCQB upgrades, [going public via reverse merger](https://acquisitionstars.com/blog/reverse-mergers-explained), and SEC compliance rescue planning. For a focused assessment of your specific situation, you can also start with our [securities law consultation](https://acquisitionstars.com/consultation). **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 Assessment](https://acquisitionstars.com/consultation) Or call (248) 266-2790 for immediate assessment ## Working With Acquisition Stars on Securities Law Matters **Acquisition Stars helps clients with SEC reporting, Form 211 filing, OTCQB listings, reverse mergers, and securities registration, working with securities counsel nationwide.** Our unique combination of M&A transaction experience and coordination with securities counsel enables sophisticated solutions across seven core service areas. Acquisition Stars helps clients nationwide with practical business perspective and works with securities counsel on the regulatory work. For transactions where deal pricing is a factor, our [business valuation calculator](https://acquisitionstars.com/tools/business-valuation) applies the same methodologies used in M&A acquisition pricing. ### Reverse Merger Transactions Strategic path to public markets combining M&A expertise with securities law compliance. Reverse Merger Transactions details ### Form 211 Filing (FINRA) We help coordinate FINRA Form 211 filings, working with securities counsel, so market makers can quote your OTC securities. Form 211 Filing (FINRA) details ### Going Public Advisory Comprehensive guidance for IPO, direct listing, SPAC, and reverse merger transactions. Going Public Advisory details ### OTCQB Application We help coordinate OTCQB tier qualification, working with securities counsel on the listing requirements for public companies. OTCQB Application details ### SEC Reporting Ongoing SEC reporting coordination, working with securities counsel on 10-K, 10-Q, 8-K, and proxy statement filings. SEC Reporting details ### OTC Markets Compliance We help coordinate Pink Current, OTCQX, and Expert Market compliance and remediation, working with securities counsel. OTC Markets Compliance details ### Securities Registration We help plan Regulation A+, Regulation D, and S-1 capital raises, working with securities counsel on the registration itself. Learn about Reg D offerings. Securities Registration details ### RIA & Investment Adviser M&A Change-of-control transactions, consent processes, and Form ADV amendments for registered investment advisers. RIA & Investment Adviser M&A details ### Ready to Navigate Securities Law? Our unique M&A background and coordination with securities counsel delivers sophisticated solutions across all service areas. [Discuss Your Securities Matter](https://acquisitionstars.com/consultation) ## What 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 helps clients plan around Rule 144 and works with securities counsel on the 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 ### Rule 144 Support (With Securities Counsel) Eligibility Analysis Securities counsel determines Rule 144 eligibility, holding period calculations, and volume limitations for your specific securities Form 144 Preparation Securities counsel prepares and files Form 144 with the SEC, ensuring compliance with all disclosure requirements Affiliate Status Guidance Securities counsel analyzes affiliate status under SEC rules and structures sales to comply with Rule 144 restrictions **Common Rule 144 scenarios we help with:** 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** coordinates these matters and works with securities counsel to help your Rule 144 sales comply with all SEC requirements while maximizing liquidity opportunities. If your need is focused specifically on a Rule 144 sale rather than broader securities counsel, see our dedicated page on [Rule 144 counsel](https://acquisitionstars.com/services/sec-rule-144-counsel). **💡 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 guide](https://acquisitionstars.com/blog/sec-rule-144-explained) [Get Rule 144 Compliance Help](https://acquisitionstars.com/consultation) ## What 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 coordinates Section 16 compliance and works with securities counsel to help insiders navigate complex reporting obligations. 16(a) ### 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 16(b) ### 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 16(c) ### 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) ### Section 16 Compliance (With Securities Counsel) Forms 3, 4, 5 Preparation & Filing Securities counsel prepares and files all Section 16 reports on EDGAR within required deadlines Short-Swing Profit Analysis Securities counsel calculates potential Section 16(b) liability and structures transactions to minimize exposure Insider Trading Policy Development Securities counsel drafts comprehensive insider trading policies including blackout periods and pre-clearance procedures Rule 10b5-1 Trading Plans Securities counsel designs and implements 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 guide](https://acquisitionstars.com/blog/section-16-short-swing-profit-rules) **State securities compliance:** Every securities offering triggers blue sky law requirements in states where investors are located. Reg D Rule 506 offerings require notice filing in 46 states, even though no SEC registration is required. Missing a state filing can trigger enforcement, rescission rights, and fines. [Read our 50-state blue sky laws guide](https://acquisitionstars.com/blue-sky-laws) For a state-by-state look, our [overview of Florida Blue Sky laws](https://acquisitionstars.com/blog/florida-blue-sky-laws-overview) covers Chapter 517's notice-filing regime and how NSMIA preemption applies to offerings sold to Florida investors. ## Why choose Acquisition Stars for securities law? **Acquisition Stars combines M&A expertise with coordination with securities counsel, backed by managing partner involvement on every deal.** We provide sophisticated solutions that bridge private and public markets, working with securities counsel on the regulatory work. ### M&A + Securities Coordination Unique combination of M&A transaction experience and coordination with securities counsel for complex deals. ### Reverse Merger Specialists Leading expertise in reverse mergers, combining private company acquisitions with public market access. ### Regulatory Navigation We help you navigate SEC, FINRA, and OTC Markets requirements, working with securities counsel on applicable compliance requirements. ### Personal Attention on Every Deal Personal attention from Alex Lubyansky on every engagement, with clear scoping before work begins. ### Discuss Your Securities Matter M&A and business planning for SEC compliance, OTC Markets, and going public transactions, working with securities counsel. Senior counsel on every engagement. ## Frequently Asked Questions ### What securities law services does Acquisition Stars provide? Acquisition Stars helps companies with the M&A side of securities matters and works with securities counsel on: (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 coordination. We help companies work toward resolving Expert Market relegation and restoring 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 background and coordination with securities counsel make us well suited for reverse merger transactions, having completed numerous deals combining our merger expertise with public company compliance planning. ### 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 coordinates the process and works with securities counsel on Form 211 preparation and filing, working with market makers to help support 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 coordinates OTCQB applications and works with securities counsel, including a qualified sponsor, on the application process 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 helps clients plan around Rule 144 and works with securities counsel, who 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 works with securities counsel on 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 works with securities counsel to provide cost-effective coordination on Regulation D private placements 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 plan to avoid Expert Market relegation and works with securities counsel on 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 works with securities counsel to help clients plan preventive compliance and 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 works with securities counsel on Regulation A+ matters, 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 works with securities counsel, who 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. Discuss your securities matter, current reporting status and next deadline. Scope, timing and fees are agreed for the engagement. [Request Engagement Assessment](https://acquisitionstars.com/consultation) [Call for Quick Assessment](tel:+12482662790) We'll discuss your situation, outline your options, and quote pricing directly. Most initial calls take 30 minutes. ### Ready to Discuss Your Securities Needs? Alex Lubyansky on every engagement, working with securities counsel for complex regulatory matters. ## Where we provide Securities Law ### Michigan markets [M&A attorney in Novi](https://acquisitionstars.com/locations/novi)[M&A attorney in Detroit](https://acquisitionstars.com/locations/detroit)[M&A attorney in Troy](https://acquisitionstars.com/locations/troy)[M&A attorney in Ann Arbor](https://acquisitionstars.com/locations/ann-arbor)[M&A attorney in Grand Rapids](https://acquisitionstars.com/locations/grand-rapids)[All Michigan service areas](https://acquisitionstars.com/locations)[Michigan M&A attorney overview](https://acquisitionstars.com/michigan-ma-attorney) ### Statewide practice pages [Securities Lawyer nationwide](https://acquisitionstars.com/securities-lawyer)[Securities Lawyer in Michigan](https://acquisitionstars.com/securities-lawyer/mi)[M&A attorney in Michigan](https://acquisitionstars.com/ma-attorney/mi) ## Securities Lawyer: Areas We Serve Acquisition Stars serves clients nationwide from our office in Novi, Michigan. Explore guidance for your transaction's location. ### City guides [Beaverton, OR](https://acquisitionstars.com/securities-lawyer/beaverton)[Indianapolis, IN](https://acquisitionstars.com/securities-lawyer/indianapolis)[Salt Lake City, UT](https://acquisitionstars.com/securities-lawyer/salt-lake-city) ### Browse by state [California](https://acquisitionstars.com/securities-lawyer/ca)[Florida](https://acquisitionstars.com/securities-lawyer/fl)[Indiana](https://acquisitionstars.com/securities-lawyer/in)[Massachusetts](https://acquisitionstars.com/securities-lawyer/ma)[Michigan](https://acquisitionstars.com/securities-lawyer/mi)[New York](https://acquisitionstars.com/securities-lawyer/ny)[Oklahoma](https://acquisitionstars.com/securities-lawyer/ok)[Oregon](https://acquisitionstars.com/securities-lawyer/or)[Texas](https://acquisitionstars.com/securities-lawyer/tx)[Utah](https://acquisitionstars.com/securities-lawyer/ut) ## Choose the next step for your securities matter - **Planning a private offering:** compare [Rule 506(b) and Rule 506(c)](https://acquisitionstars.com/blog/reg-d-506-b-versus-506-c-offerings) before deciding how to contact investors. - **Preparing offering notices:** use the [Form D and state filing guide](https://acquisitionstars.com/blog/form-d-state-blue-sky-filings) to organize the required information. - **Considering a public-market route:** review [going-public legal services](https://acquisitionstars.com/services/going-public) and discuss the company’s current status and intended transaction. --- Source: https://acquisitionstars.com/services/securities-law Markdown version generated for machine readers. 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