- Securities & Corporate Legal Services
Insights & Guidance on securities & corporate law.
Welcome to our resource hub. The Verona Firm provides practical guidance on securities and corporate law, helping founders, executives, and investors navigate SEC compliance, capital markets, and corporate transactions.
Latest Insights in Securities and Corporate Law
Guidance tied directly to the firm's areas of practice.
These resources provide general background and point readers to official sources where requirements and regulatory materials can be reviewed in more detail.
Capital Markets
Regulation A, Regulation D & Form S-1
Regulation A: provides an exemption from registration for certain public offerings and currently has Tier 1 and Tier 2 pathways. Tier 1 covers offerings up to $20 million in a 12- month period, while Tier 2 covers offerings up to $75 million, subject to the applicable rules and requirements.
Regulation D: provides exemptions from SEC registration for certain offerings, including Rule 504, Rule 506(b) and Rule 506(c). The requirements differ depending on the exemption, including rules concerning solicitation, investors and required filings such as Form D.
Form S-1: is the basic registration statement form used by companies registering securities under the Securities Act of 1933. A registration statement generally includes the prospectus and additional information and exhibits required by the SEC.
Public Companies
NASDAQ, OTC Markets & NYSE
NASDAQ: publishes its current listing requirements, market tiers, fees and application resources for companies seeking to list or transfer a listing.
OTCQB: is the OTC Markets Venture Market for entrepreneurial and development-stage U.S. and international companies. OTC Markets publishes current eligibility, reporting, verification and application requirements.
NYSE: provides a formal listings process covering market selection, ticker reservation, application review and the designated market-maker process. Current requirements should always be reviewed directly with the exchange.
Listing standards and exchange requirements can change. Use the official exchange pages below as
the current reference point.
Restricted Securities
Rule 144 & Opinion Letters
Rule 144 provides a safe harbor for certain public resales of restricted and control securities when the applicable conditions are satisfied. Depending on the issuer and seller, those conditions can include a holding period, current public information, volume limitations, manner-of-sale requirements and a Form 144 filing.
When a restrictive legend must be addressed, the transfer agent may require issuer counsel to provide an opinion supporting removal of the legend. The specific facts and applicable exemption should be reviewed before a resale is undertaken.
Transactions
Mergers, Acquisitions & Joint Ventures
M&A and related transactions can involve business valuation, diligence, transaction structure, negotiation, financing, governance and closing considerations. The right legal structure depends on the companies, assets and objectives involved.
The Library of Congress maintains a dedicated research guide covering mergers, acquisitions and joint ventures, including resources useful for researching transaction data and related business information.
General information only. These resources are provided for general informational purposes and are not legal advice. Requirements can vary by transaction and change over time; consult qualified counsel regarding a specific matter.
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