SEC Rule 145 – Registration and Resale Requirements For Securities Issued in Merger, Consolidation or Acquisition
Rule 145 addresses the registration and resale requirements for securities issued in a merger, consolidation, acquisition of assets...
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10b5-1 Trading Plans and Material Non-Public Information
As a safe harbor from insider trading liability, Rule 10b5-1 provides that a purchase or sale of securities will not be deemed to be...
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Elements Constituting “Solicitation” Such that a 14A Proxy Solicitation is Required Instead of a 14C Information Statement Under the Section 14 Proxy Rules of the Securities Exchange Act of 1934
Corporate compliance, federal securities regulations and SEC reporting requirements are highly technical and always changing. Accord...
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SEC Rule 144: Pledged Securities, Holding Periods and Subscriptions Agreements
Securities which are bona fide pledged may be tacked to the holding period of the pledgor as long as the pledge has full recourse ag...
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Rule 144 and Pink Sheet Shells; Selling Shares Post Merger
One of the most common inquiries received by securities attorneys today involves Issuers wanting to know when they and their shareho...
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Five Essential Conditions for Unregistered Spin-Offs
A spin-off occurs when a parent company distributes shares of a subsidiary to the parent company’s shareholders such that the subsid...
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When Can Separate Issuer Offerings That Occur Within a Short Time Be Integrated?
The integration doctrine prevents issuers from circumventing the registration requirements of the Securities Act of 1934 by determin...
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Analysis of Section 404(b) of the Sarbanes-Oxley Act of 2002 for Non-Accelerated Filers
Corporate compliance, federal securities regulations and SEC reporting requirements are highly technical and always changing. Accord...
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SEC Rule 144: Current Public Information and Reporting Requirements
The current public information requirement is measured at the time of each sale of securities. That is, the Issuer, whether reporti...
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Securities Law Update: Intrastate Offerings Section 3(a)(11) and Rule 147 Examined
Section 3(a)(11) of the Securities Act of 1933, as amended (Securities Act) provides an exemption from the registration requirements...
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