Monthly Archives: March 2012

“Back door” registration occurs when a private operating company acquires a SEC-registered public shell company and then the parties enter into a “reverse merger”, i.e., the acquiring company (the private operating company) merges into the acquired company (the SEC reporting … Continue reading →

Updated: March 15, 2012 The following discussion of the annual costs of forming an LLC in each state and the District of Columbia apply only to LLC’s that are classified as partnerships for tax purposes.  The discussion does not apply … Continue reading →

(Further Update:   On April 17th the DC Circuit Court of Appeals temporarily enjoined the NLRB’s rule requiring the posting of employee rights, which had been scheduled to take effect on April 30, 2012.  The NLRB issued a public statement announcing, … Continue reading →

Regulation D under the Securities Act of 1933 provides a “safe harbor” for private placements from the requirement that any sale of securities must first be registered with the Securities and Exchange Commission.  To qualify for this safe harbor, certain … Continue reading →