IPOs are often issued by smaller, younger companies seeking the capital to expand, but can also be done by large privately owned companies looking to become publicly traded.
The Nasdaq has three sets of listing requirements. Each company must meet at least one of the three requirement sets, as well as the main rules for all companies.
Listing Standard No. 1
The company must have aggregate pre-tax earnings in the prior three years of at least $11 million, in the prior two years at least $2.2 million, and no one year in the prior three years can have a net loss.
Listing Standard No. 2
The company must have a minimum aggregate cash flow of at least $27.5 million for the past three fiscal years, with no negative cash flow in any of those three years. In addition, its average market capitalization over the prior 12 months must be at least $550 million, and revenues in the previous fiscal year must be $110 million, minimum.
Listing Standard No. 3
Companies can be removed from the cash flow requirement of Standard No. 2 if the average market capitalization over the past 12 months is at least $850 million,
To be listed on the New York Stock Exchange, a company is expected to meet certain qualifications and to be willing to keep the investing public informed on the progress of its affairs. The company must be a going concern, or be the successor to a going concern. In determining eligibility for listing, particular attention is given to such qualifications as: 1 ) the degree of national interest in the company; 2) its relative position and stability in the industry; and 3) whether it is engaged in an expanding industry, with prospects of at least maintaining its relative position.
Company Formation and Incorporation
The articles of incorporation (also called a charter, certificate of incorporation or letters patent) are filed with the appropriate state office, listing the purpose of the corporation, its principal place of business and the number and type of shares of stock A registration fee is due, which is usually between $25 and $1,000, depending on the state.
The following are some main business designations and types (corporations and non-corporations):
Sole proprietorship: a business consisting of a single owner (which may itself be a business entity), not in a separately recognized business form
General partnership is a partnership in which all the partners are jointly and separately liable for the debts of the partnership. In most U.S. states, it can be created by agreement without requiring a public filing. The partners may themselves be legal entities or individuals.
LP (limited partnership): a partnership where at least one partner (the general partner, which may itself be an entity or an individual) has unlimited liability for the LP’s debts) and one or more partners (the limited partners) have limited liability (which means that they are not responsible for the LP’s debts beyond the amount they agreed to invest). Limited partners generally do not participate in the management of the entity or its business
LLP (limited liability partnership): a partnership where a partner’s liability for the debts of the partnership is limited except in the case of liability for acts of professional negligence or malpractice. In some states, LLPs may only be formed for purposes of practicing a licensed profession, typically attorneys, accountants and architects. This is often the only form of limited partnership allowed for law firms (as opposed to general partnerships).
LLLP (limited liability limited partnership): a combination of LP and LLP, available in some states.
LLC, LC, Ltd. Co. (limited liability company): a form of business whose owners enjoy limited liability, but which is not a corporation. Allowable abbreviations vary by state. Note that in some states Ltd. by itself is not a valid abbreviation for an LLC, because in some states (e.g. Texas), it may denote a corporation instead. See also Series LLC. For U.S. federal tax purposes, in general, an LLC with two or more members is treated as a partnership, and an LLC with one member is treated as a sole proprietorship.
Corp., Inc. (Corporation, Incorporated): used to denote corporations (public or otherwise). These are the only terms universally accepted by all 51 corporation chartering jurisdictions in the United States. However in some states other suffixes may be used to identify a corporation, such as Ltd., Co./Company, or the Italian term S.P.A. (in Connecticut). Some states that allow the use of “Company” prohibit the use of “and Company”, “and Co.”, “& Company” or “& Co.”. In most states sole proprietorships and partnerships may register a fictitious “doing business as” name with the word “Company” in it
M & A
A merger is a combination of two companies to form a new company, while an acquisition is the purchase of one company by another in which no new company is formed.
The M&A process itself is a multifaceted which depends upon the type of merging companies.
A horizontal merger is usually between two companies in the same business sector. The example of horizontal merger would be if a health care system buys another health care system. This means that synergy can obtained through many forms including such as; increased market share, cost savings and exploring new market opportunities.
A vertical merger represents the buying of supplier of a business. In the same example as above if a health care system buys the ambulance services from their service suppliers is an example of vertical buying. The vertical buying is aimed at reducing overhead cost of operations and economy of scale.
Conglomerate M&A is the third form of M&A process which deals the merger between two irrelevant companies. The example of conglomerate M&A with relevance to above scenario would be if health care system buys a restaurant chain. The objective may be diversification of capital investment
Trademark and Copyright
Trademark law protects a business’ commercial identity or brand by discouraging other businesses from adopting a name or logo that is “confusingly similar” to an existing trademark.
United States trademark law is mainly governed by the Lanham Act. “Common law” trademark rights are acquired automatically when a business uses a name or logo in commerce, and are enforceable in state courts. Trademark protection depends on use in commerce, not registration. Both registered and non-registered trademarks are both eligible for protection under the Lanham Act. However, registration (on the “Principal Register”) affords several advantages:
- Nation-wide trademark rights
- A registered mark is presumed to be a valid trademark
- The owner listed on the registration is presumed to be the true owner of the trademark rights
- Presumption that the mark has not been “abandoned” through non-use
- Access to Federal Courts for litigating trademark infringement
- “Incontestability.” After five years of unopposed registration, a trademark is eligible to become “incontestable.” An incontestable mark cannot be attacked on the grounds that it is “merely descriptive.”
- Constructive notice – that is, infringers cannot claim that they were unaware of a registered trademark
- Enhanced remedies for infringement, including the possibility of triple damages and criminal penalties for counterfeiting (note that counterfeiting is a more culpable type of infringement)
- Right to have the U.S. Customs Service prevent others from importing goods bearing infringing marksmarks
Government Penalties & Fines
Because of the continuing economic downturn in the US market, the government is tightening the money supply, so that all levels of government departments are conducting a series of wide investigations against the public to increase revenue. As a result, investigations of applications for various benefits and programs have become more stringent and pressing. Under the auspices of enforcement various government actors are squeezing the private sector as a form revenue enhancement to offset public budget deficits.
Our specialized attorney teams and support staff have extensive experience in dealing with various government penalties and fines, such as Medicaid investigation, IRS penalties, DOB tickets, DSNY tickets, ECB and DCA hearings etc. Please recognize that letters from government authorities or courts are ignored at your peril! Important rights and negative consequences may attach if you fail to respond appropriately. Anyone who has received letters or notices heralding an investigation or audit or fines or penalties or indicating that a hearing is scheduled or planned should safeguard these letters or notices and consult attorneys who are experienced in these matters. Significant civil or in some cases criminal penalties may be levied if you fail to take appropriate action! Do not sit on your rights!
Credit Card Debt Negotiation & Credit Repairing
Credit card debt results when a credit cardholder purchases an item or service with their credit cards. Debt accumulates and increases due to interest and penalties when the consumer fails to pay the credit card companies for the money he or she has spent or has allegedly spent. Sometimes credit card companies, banks and retailors make mistakes. Sometimes credit card holders are the victims of fraud.
Whether the underlying debt is determined to be genuine or not these securing debts simply cannot be ignored without material consequence. The results of not paying this debt on time are that the company will charge a late payment penalty and report the late payment to credit rating agencies.
These late fees, high interest rates, and universal default overcome consumers who frequently do not pay off their debt, and the customer declares bankruptcy.
Our legal team and support staff is experienced in negotiating with banks and debt collection companies around the US and have helped clients reduce millions in consumer and other debts in 2013.
Taxation & Foreign Assets
The United States is a constitutional democratic republic with autonomous state and local governments. The national government in the United States is the Federal government. Different species of taxes are imposed in the United States at the Federal, State and local levels. These include taxes on income, payroll, property, sales, imports, estates and gifts, as well as various fees. Our tax attorneys have more than 40 years’ experience and familiar with any regulations and rules of IRS and many other taxing authorities. We keep pace with the updates of IRS and provide useful information to our clients.
Many U.S Citizens and Residents have financial accounts abroad, however, they do not know that they are required by law to report such income or accounts, and even if they know this requirement, they do not understand how to file their income. Meanwhile, failing to report the income may result in significant legal consequences. Report of Foreign Bank and Financial Accounts (or FBAR in short), is regulated under the Bank Secrecy Act which requires qualified persons to report the account yearly to the Department of Treasury. Since FBAR is a highly complicated and technical area, it is strongly suggested that you seek assistance from experienced attorneys or tax professionals before you attempt to comply with such filing requirements.
While there are about 185 different types of visas, there are two main categories of U.S. visas:
Nonimmigrant visa – for temporary visits such as for tourism, business, work or studying.
Immigrant visa – for people to immigrate to the United States. At the port of entry, the immigrant visa holder is processed for a permanent resident card (I-551, a.k.a. green card). Upon endorsement (CBP admission stamp) it serves as temporary I-551 evidencing permanent residence for 1 year.
Persons with H-1B visas, H-4 visas (as immediate family members of H-1B visa holders), K visas, L visas, and V visas are permitted to have dual intent under the Immigration and Nationality Act. Federal regulations also appear to recognize dual intent O visas, P visas, and E visas.
We have extensive experience in handling various complex immigration cases and have earned a reputation as a reliable law firm from former clients.
All 50 states have their own penal codes. Therefore, for an alleged state crimal violation one would have to review the allegations against that state’s penal code as further interpreted by case law within that jurisdiction. Additional there are federal offenses.
However, federal and state laws enacted in the sundry 50 states do originally derive from the common law.
Crimes are often classified according to the level of seriousness, such as the distinction between felony and misdemeanor crimes. Generally, the differences are:
more serious crimes such as murder, kidnapping and robbery
Carries a year or more in state prison
Less serious crimes such as shoplifting or a DUI
Usually carries a fine and jail sentence of less than a year, if at all.
Our legal team is specialized in dealing with various criminal cases in all 50 states in the US, including but not limited to medical fraud, Identity theft, Prostitution, Sexual harassment, Domestic violence, Rape, Larceny, Robbery and Homicide, Drunk driving and embezzlement
In the United States there are several forms of bail used. These vary from jurisdiction, but the common forms of bail include:
- Recognizance (ROR) – when an accused is released on recognizance, he or she promises to the court to attend all required judicial proceedings and will not engage in illegal activity or other prohibited conduct as set by the court. Typically a monetary amount is set by the court, but is not paid by the defendant unless the court orders it forfeited. This is called an unsecured appearance bond or release on one’s own recognizance.
- Unsecured bail. It is still a release without a deposit but it differs from ROR in that the defendant must pay a fee upon breaching the terms of the bail
- Percentage bail. The defendant deposits only a percentage of the bail’s amount (usually 10%) with the court clerk.
- Citation Release also known as Cite Out – This procedure involves the issuance of a citation by the arresting officer to the arrestee, informing the arrestee that he or she must appear at an appointed court date. Cite Outs usually occur immediately after an individual is arrested and no financial security is taken.
- Surety Bond – by a surety bond, a third party agrees to be responsible for the debt or obligation of the defendant. In many jurisdictions this service is provided commercially by a bail bondsman, where the agent will receive 10% of the bail amount up front and will keep that amount regardless of whether the defendant appears in court. The court in many jurisdictions, especially states that prohibit surety bail bondsmen – Oregon, Nebraska, Wisconsin, Illinois, Kentucky and Maine – may demand a certain amount of the total bail (typically 10%) be given to the court, which, unlike with bail bondsmen, is returned if the defendant does not violate the conditions of bail. This is also known as surety on the bond. The bail agent guarantees to the court that they will pay the forfeited bond if a defendant fails to appear for their scheduled court appearances, so the third party must have adequate assets to satisfy the face value of the bond. In turn, the Bond Agency charges a premium for this service and usually requires collateral from a guarantor. The bail agent then posts a bond for the amount of the bail, to guarantee the arrestee’s return to court.
- Property Bond – the accused or a person acting on his behalf pledges real property having a value at least equal to the amount of the bail. If the principal fails to appear for trial the state can levy or institute foreclosure proceedings against the property to recover the bail. Used in rare cases and in certain jurisdictions. Often, the equity of the property must be twice the amount of the bail set.
- Immigration Bond – used when the defendant that been arrested is an illegal alien. This is a federal bond and not a state bond. The defendant deals directly with either the Department of Homeland Security (DHS) or the Bureau of Immigration and Custom Enforcement (ICE). The typical cost associated with this specialty bond is often fifteen to twenty percent of the original bond amount.
- Cash – typically “cash-only,” where the only form of bail that the Court will accept is cash. Court-ordered cash bonds require the total amount of bail to be posted in cash. The court holds this money until the case is concluded. Cash bonds are typically ordered by the Court for the following reasons: when the Court believes the defendant is a flight risk, when the Court issues a warrant for unpaid fines, and when a defendant has failed to appear for a prior hearing. Cash bonds provide a powerful incentive for defendants to appear for their hearings. If the defendant does not appear as instructed, the cash bond is forfeited and a bench warrant is issued. If the defendant shows up for their scheduled court appearances, the cash is returned to the person who posted the bond. Anyone including the defendant can post a cash bond. If the defendant posts his own bond, the Court will deduct fines and costs from the bond before returning any balance.
- Pretrial Services – a defendant is released to the supervision of a pretrial services officer (similar to a probation officer). In most cases defendants have no financial obligation to be supervised. Supervision by pretrial services can include phone or in-person check-ins, drug testing, court date reminders, and any other condition the judges deems necessary. See Pretrial Services Programs.
- Combinations – courts often allow defendants to post cash bail or surety bond, and then impose further conditions, as mentioned below, to protect the community or ensure attendance.
Customs Seizure: Customs officials at seaports, airports, and other border crossings all over the U.S. have the authority to examine, detain, and/or seize merchandise entering or exiting the country. Customs officials have a laundry list of “red flags” when targeting merchandise; they are looking for drugs, non-compliance with the Food and Drug Administration, counterfeit goods, and currency among many others.
Landlord & Tenant: New York state law does not limit how much a landlord can charge for a security deposit. However, it does limit when it must be returned (within “a reasonable time” after a tenant moves, usually 21-45 days) and sets other restrictions on deposits.
Unpaid Wages: Effective as of December 31, 2013, New York State’s minimum wage was increased and continues to increase in a series of three annual changes as follows:
$8.00 on 12/31/13
$8.75 on 12/31/14
$9.00 on 12/31/15
Divorce: Grounds for divorce differs from state to state in the U.S. Some states have no-fault divorce; some states require a declaration of fault on the part of one partner or both; Some state allow either method.
Deportation: referred to as “removal” in legal terms, occurs when the federal government orders that a non-citizen be removed from the United States. This can happen for different reasons, but typically occurs after the immigrant violates immigration laws or the more serious criminal laws.
Bankruptcy is a legal status of a person or other entity that cannot repay the debts it owes to creditors. In most jurisdictions, bankruptcy is imposed by a court order, often initiated by the debtor.