Pinkowski & Associates, lawyers in Fairfax, VA, Virginia

Securities Law

(An Outline of Federal Securities Laws)More...

The Rule 505 Exemption from Registration Requirements for Small Securities Offerings

Before selling shares of stock to the public, a company normally must file a detailed registration statement with the Securities and Exchange Commission. The usual registration statement must contain a prospectus with audited financial statements and other information required for review by Commission staff. However, several exemptions from registration requirements are available for stock offerings that are of lesser value or sold to restricted categories of purchasers. More...

Independent Director Requirements for Nasdaq Listed Companies

The Nasdaq Stock Exchange, Inc., has adopted Rule 4350(c)(1), which requires that every company listed on Nasdaq must have independent directors as the majority of the company's board of directors. Each listed company must publicly disclose which of its directors are considered independent by identifying the independent directors in the company's annual meeting proxy statement or in the company's annual report on Securities and Exchange Commission Form 10-K. More...

"Mini" Tender Offers

Tender offers for less than five percent of the stock of a company have been labeled mini-tender offers. Such offers are subject to some regulation but are not subject to the full range of rules enacted to protect investors who own stock in a company for which a full tender offer is made. Thus, while a mini-tender offer may include a premium over market price for a selling shareholder, the lack of all of the protections provided for recipients of a full tender offer suggests a more cautious view of the merits of the mini-tender offer.More...

Reliance on Third-Party Advice or Information

The duty of care requires directors to act in good faith and in a manner that they reasonably believe is in the best interest of the corporation. Directors must exercise informed business judgment and be attentive to the corporation's affairs. In order to do so, directors are required to keep themselves informed of all material information that is reasonably available to them before making a business decision. Directors also must use care when performing their duties. More...