Stock swaps show up everywhere in the middle market: roll-ups, public-company acquisitions, reverse mergers, “strategic” combinations, even vendor settlements. The pitch is usually the same: “We’ll preserve cash.” “You’ll participate in upside.” “It’s tax efficient.” “It aligns incentives.” Sometimes that’s true. But a stock swap is not value creation by default—it’s a payment method. Whether […]
Do Stock Swaps Really Add Value? Read More »
On December 10, 2025, the U.S. Securities and Exchange Commission (SEC) announced charges against Canadian citizen Nathan Gauvin and three entities he allegedly controlled—Blackridge, LLC, Gray Digital Capital Management USA, LLC, and Gray Digital Technologies, LLC—for orchestrating two allegedly fraudulent securities offerings that raised more than $18 million from investors in the U.S. and abroad.
How state securities rules intersect with federal exemptions—and what issuers must do to stay compliant. When companies think about “securities compliance,” they usually start with the SEC. But in the U.S., securities regulation is a two-layer system: the federal rules are only half the story. The other half is a patchwork of state securities laws,
Understanding Blue Sky Laws and Exemption Compliance Read More »
State “Blue Sky” laws were built to protect investors by regulating securities offers and sales within each state. In the secondary trading context, however, they can also create a patchwork of rules that affects whether broker-dealers and investment advisers can research, recommend, and facilitate trading in a company’s securities—especially for OTC-traded issuers. In a September
Industry Agricultural equipment manufacturing & importing (tractors, implements, attachments) Situation A U.S.-focused manufacturer and importer of farm equipment was experiencing strong demand, but growth was constrained by a familiar set of bottlenecks: At the same time, a public company that had recently restructured through bankruptcy presented a potential solution: a public vehicle that could serve
OTC Markets Group has been steadily re-shaping the OTC ecosystem to make it easier for investors, brokers, and regulators to distinguish engaged, disclosure-forward issuers from companies that provide little (or no) current information. The most meaningful step in that evolution is the launch of OTCID—a new basic reporting market that replaces the long-familiar Pink Current
OTCID Is Here: What Issuers Need to Know About OTC Markets’ New Basic Reporting Market Read More »
On April 21, 2025, FINRA announced the launch of FINRA Forward—a set of initiatives aimed at improving FINRA’s effectiveness and efficiency as a self-regulatory organization, while supporting member firms, markets, and investor protection. Here’s the press release FINRA positioned FINRA Forward as a “continuous improvement” effort—modernizing its rulebook, enhancing how it supports compliance, and expanding
The Sarbanes-Oxley Act of 2002—better known as SOX—is one of the most important laws shaping how U.S. public companies report financial results, manage risk, and prove credibility to investors. It was enacted in the wake of major accounting scandals to restore confidence in public markets by strengthening oversight, accountability, and internal controls. If you’re a
