Insights

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: Sometimes that’s true. But a stock swap is not value creation by default—it’s a payment method. Whether it adds value depends on what you’re buying, what you’re issuing, and whether […]

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,

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

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

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