Form 10 Registration Statements
A Form 10 Registration Statement is a registration statement used to register a class of securities pursuant to Section 12(g) of the...
Home Posts Tagged "Rule 144" (Page 4)
Rule 144 and the Evergreen Requirement Examined
Technically Rule 144 provides a safe harbor from the definition of the term “underwriter” such that a selling shareholder may utiliz...
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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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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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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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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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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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SEC Rule 144: Resale Conditions and Exempt Transactions
There are many questions regarding the application of Securities Act of 1933 (“Securities Act”) Rule 144 for the resale of securitie...
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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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The Demise of the Death Spiral – SEC Interpretation of Rule 415
Without fanfare, publications, or other notice, in mid 2006, PIPE investors and the Issuers that utilized them noticed a big differe...
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