Frequently askedquestions
Clear answers before the first conversation.
The firm
A Washington, D.C. team of experienced attorneys, certified public accountants and securities professionals who specialize in legal and auditing services for businesses in the securities industry, with over 15 years of trust behind the practice.
Both. Whether you're a small start-up or a large public company, we tailor our services to your specific situation.
Call +1 202 937 1707 — we are also supported on WhatsApp and Telegram — or use the form on any page. Our office is at 1701 Rhode Island Ave NW, Washington, DC 20036.
Almost everything involved in going public has a legal side and a financial side: the registration statement relies on audited numbers, SOX 404 is both a control and a disclosure matter, and due diligence is done by both disciplines. One team means one set of answers.
Going public
A reverse merger takes a private company public by merging with an existing publicly traded company. The typical process runs through seven steps — identifying a target, negotiating terms, due diligence, filings, shareholder approval, closing and share registration. We estimate a cost of US $240,000–500,000.
Often called a mini-IPO, Regulation A+ lets a company raise up to $75 million from both accredited and non-accredited investors under the SEC's Regulation A. The offering statement is filed with and qualified by the SEC before securities can be sold. We estimate a cost of US $350,000–600,000.
No. Companies that conduct a Regulation A+ offering are not required to list on a national securities exchange, but they may choose to.
Periodic reports such as Form 1-K, Form 1-SA and Form 1-U, along with the rules of the state in which the company is incorporated.
The legal and regulatory preparation that happens before an offering: SEC compliance, due diligence, offering structure and terms, drafting the registration statement and prospectus, corporate governance and insider-trading safeguards. It is where most of the expensive surprises are avoided.
Companies reporting under the Exchange Act file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K for significant events. We advise on all three.
Compliance & accounting
Section 404 of the Sarbanes-Oxley Act requires public company management to assess and report on the effectiveness of internal control over financial reporting. Our CPAs evaluate the controls and our attorneys advise on the disclosure.
The Foreign Corrupt Practices Act prohibits bribery of foreign officials and requires accurate books, records and internal controls. Companies with operations or partners abroad need policies and training that hold up.
Yes. Defense against SEC investigations and enforcement actions is a core part of our securities practice.
An audit results in an opinion on whether financial statements are fairly presented. In an agreed-upon procedures engagement you specify the procedures and we report the factual findings without expressing an opinion — useful for targeted questions from lenders, investors or a board.
Bookkeeping and accounting, tax preparation and planning, auditing and assurance, business consulting and planning, payroll processing, financial statement preparation and audits, internal control evaluations, compliance audits, agreed-upon procedures engagements and fraud examinations.
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Washington, DC 20036, United States