Diedrich Consulting

SEC’s HFIAA Final Rules: What Public Companies and Foreign Private Issuers Need to Know

On February 27, 2026, the SEC adopted final rules implementing the Holding Foreign Insiders Accountable Act (HFIAA)—a change that brings foreign private issuer (FPI) insiders closer to the U.S. insider-reporting framework investors are already used to seeing for domestic issuers. If you’re an FPI with a class of equity securities registered under Exchange Act Section […]

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Reverse Merger to NYSE American Without a SPAC: A Practical Guide

A reverse merger can be a powerful way to access the public markets without the cost, timing, and sponsorship dynamics of a SPAC. But if your goal is NYSE American, the reverse merger is only the beginning. NYSE American has specific requirements for companies formed through a reverse merger—commonly referred to as the Reverse Merger

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Tier I vs. Tier II Regulation A Offerings: How to Choose the Right Path for Your Capital Raise

Regulation A has become a popular way for growth companies to raise capital from the public without going through a full traditional IPO process. Often described as a “mini-IPO,” Reg A can provide access to a broader investor base, allow general solicitation, and support brand-building alongside fundraising. But before a company moves forward, one decision

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What Rule 144A Is (and Why It Exists): The Institutional “Liquidity Bridge” for Private Securities

In U.S. capital markets, one of the biggest friction points in private offerings is liquidity. Investors may be willing to buy unregistered securities in a private placement—but they also want a credible path to resell those securities later without forcing the issuer into a full SEC registration. That’s where Rule 144A comes in. Rule 144A

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When It’s Appropriate to File for a FinCEN ID and Comply With Beneficial Ownership Information (BOI) Reporting

Overview: Two Related (But Different) Concepts Under the Corporate Transparency Act (CTA), many U.S. and U.S.-registered entities must report Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). In that process you may also encounter a FinCEN identifier (“FinCEN ID”)—a unique number FinCEN issues to an individual or entity to streamline BOI reporting.

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SEC Updates Its Enforcement Manual: What the 2026 Changes Signal for Companies and Executives

On February 24, 2026, the SEC’s Division of Enforcement announced significant updates to its Enforcement Manual—the first major revision since 2017—framed as a push for fairness, transparency, consistency, and efficiency in investigations. Here’s the SEC press release For public companies, regulated firms, and executives, the practical takeaway is straightforward: the SEC is standardizing key process

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When It’s Time to Get a CUSIP: A Practical Guide for Issuers Preparing to Issue Securities

If you’re issuing securities—common stock, preferred, warrants, notes, units, or new classes created through a corporate action—there’s a moment when “legal paper” has to become “market-ready.” One of the clearest signals you’re approaching that moment is the need for a CUSIP number. A CUSIP (Committee on Uniform Securities Identification Procedures) is a unique identifier used

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Case Study: Rebuilding a Public Media Company After a Death-Spiral Capital Structure

Industry Live event production (concerts/tours), feature film development/production, film distribution Engagement Type Capital stack remediation • Liability negotiation • Dilution-control strategy • Financing redesign • ’34 Act reporting readiness • Audit preparation • Ongoing disclosure controls 1) Starting Condition: Operating Business Working, Capital Structure Failing Operating fundamentals: The issuer had active revenue-generating operations (ticketed concerts/events

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Nevada Corporate Custodianship: A Better Understanding

In Nevada, a corporate custodianship is a court-supervised process where a district court appoints a custodian to take control of a Nevada corporation in specific problem scenarios—most commonly when the company is effectively abandoned or paralyzed (e.g., no functioning management/board, deadlock, or failure to take required corporate steps). The goal is typically to stabilize the

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