Services Introduction
Hamilton & Associates Law Group, P.A. provides complex securities and corporate finance counsel to emerging-growth companies, private and public companies, private funds, accredited and institutional investors, and market participants. With more than two decades of experience representing clients in complex U.S. capital markets transactions, the firm guides companies through every phase of the going-public and corporate life cycle, from pre-IPO planning and direct public offerings to exchange listings on the New York Stock Exchange (NYSE) and Nasdaq Stock Markets, SEC reporting, and ongoing corporate governance.
The firm represents domestic and foreign issuers in underwritten and direct public offerings, Nasdaq and NYSE listings, reverse mergers, restructurings, corporate reorganizations, cross-border transactions, and strategic corporate initiatives. Beyond transactional work, the firm provides comprehensive regulatory guidance under federal and state securities laws, with an emphasis on SEC and FINRA compliance, disclosure obligations, and capital formation strategy.
The firm is also nationally recognized for its work in forensic securities investigations, internal corporate reviews, and regulatory compliance matters. The firm frequently assists clients in uncovering and responding to market manipulation schemes, short-selling abuses, microcap fraud, trading irregularities, corporate hijackings, insider misconduct, and other high-risk issues impacting public companies and their shareholders.
The firm’s approach is detail-driven, practical, and results-oriented. Each engagement is tailored to the client’s unique operational, regulatory, and strategic objectives, ensuring that companies receive high-level legal guidance capable of supporting long-term growth and compliance.
Practice Areas
Going Public
The firm guides private companies through all phases of the going-public process, including direct public offerings, Form S-1 registration statements, and transition to public-company governance and disclosure obligations.
Nasdaq & NYSE Listings
The firm represents U.S. and foreign issuers in obtaining and maintaining listings on national securities exchanges, including preparation of application materials and coordination with exchange staff.
Nasdaq & NYSE Governance
The firm advises issuers on initial and continued listing requirements, board composition, audit committee rules, corporate governance standards, shareholder approval rules, and uplisting preparation.
Foreign Private Issuers
The firm advises foreign private issuers (FPIs) on cross-border transactions, U.S. market entry, registration statements, home-country practices, disclosure standards, and ongoing SEC reporting requirements.
OTC Markets Quotation & Compliance
The firm assists companies seeking quotation on the OTC Markets (OTCQB, OTCQX, and OTCID), including Form 211 submissions, corporate reinstatements, disclosure obligations, and compliance with Rule 15c2-11.
Raising Capital
In addition to IPOs and DPOs, the firm represents issuers in Regulation D offerings, PIPE transactions, bridge financings, convertible note offerings, Regulation A offerings, and other private placements, ensuring compliance with federal and state securities laws.
SEC Reporting & Disclosure
The firm reviews and prepares Exchange Act reports required to be filed under the Securities Exchange Act of 1934, including Forms 10-K, 10-Q, 8-K, 6-K, proxy and information statements on Schedule 14A and Schedule 14C, beneficial ownership reports on Forms 3, 4, and 5, Schedules 13(d) and 13(g), and other required disclosures.
Legal Opinions
The firm provides U.S. securities law opinions for offerings, corporate transactions, SEC filings, exchange listings, transfer agent requirements, Rule 144 matters, and complex microcap securities transactions.
SEC Regulations & Enforcement
The firm advises clients facing SEC inquiries, enforcement risks, whistleblower issues, trading suspensions, corporate hijackings, market manipulation, and other regulatory matters requiring immediate strategic action.
Additional Areas of Focus
Beyond the core categories listed above, Hamilton & Associates regularly advises on corporate governance and board fiduciary duties; mergers, acquisitions, and divestitures; corporate reorganizations and redomiciling; internal corporate investigations; shareholder and control disputes; beneficial ownership analysis and reporting; FINRA broker-dealer matters related to corporate issuers; cross-border and multi-jurisdictional structures; and special situations involving distressed issuers or impaired reporting compliance.
A Strategic, Client-Centered Approach
Clients rely on Hamilton & Associates for clear, sophisticated, and timely legal counsel tailored to the realities of operating in highly regulated markets. Whether preparing an IPO, managing SEC compliance, responding to regulatory pressure, or pursuing a complex corporate transaction, the firm provides the legal depth and practical insight necessary to meet both immediate and long-term objectives.