ramaffiliate

Wednesday, February 19, 2014 Rule 144 -- Are You an Affiliate? This is from the SEC website: "Control securities are those held by an affiliate of the issuing company.  An affiliate is a person, such as a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise.  If you buy securities from a controlling person or "affiliate," you take restricted securities, even if they were not restricted in the affiliate's hands." Unfortunately, the 1933 Act does not define the terms "control person" or "control relationship". However, the SEC in Rule 405 sets forth a definition of control as follows: "The term "control" (including the terms ...

Thursday, November 7, 2013 Form 10 Shell Danger Http://www.securities-law.info                                                 http://www.reverse-merger.info Form 10 Shell Danger There are many people who create "Form 10 shells" and sell them to people as reverse merger vehicles to go public with a reverse merger.  These are sometimes called "blank check" shells or "virgin shells." A Form 10 shell is created a company with limited assets and no business, files a Form 10 with the SEC to register the company.   Form 10 registers a company with the SEC under the Securities and Exchange Act of 1934, but does not allow the company to issue any trading securities publicly.  Free trading stock is accomplished by a registration under the Securities Act of 1933, a different statute than the Securities and Exchange Act of 1934. The game plan of the Form 10...

Sunday, May 1, 2016 Death Spiral Loan Securities Fraud Posted by John Lux at 5:54 PM No comments: Email This BlogThis! Share to Twitter Share to Facebook Share to Pinterest Death Spiral Loan Securities Fraud Posted by John Lux at 5:54 PM No comments: Email This BlogThis! Share to Twitter Share to Facebook Share to Pinterest Newer Posts Older Posts Home Subscribe to: Posts (Atom)

Affiliates   SEC v. Kern , 425 F.2d 143 (2nd Cir. 2005) holds that, even if it otherwise can be sold under Rule  144 , the stock held by minority shareholders of a shell is restricted because those minority shareholders are under the "common control" of the promoters of the shell (page 149 and page 150) . The Court was amalgamating the minority stock in that shell with the control stock because the SEC rules amalgamate stock under common control. The Court said " Indeed, this transaction – attempting to garner large quantities of closely held companies' stock in anticipation of a public distribution – is exactly the type of transaction for which the Act was intended to require disclosure ." Email This BlogThis! Share to Twitter Share to Facebook Share to Pinterest ...

Stock Splits Rule 144(d)(3)(i) permits the shareholder to treat the securities received in a stock dividend or stock split or reverse split as if they had been acquired at the same time as the securities on which the dividend was paid or the stock split based.  Email This BlogThis! Share to Twitter Share to Facebook Share to Pinterest No comments: Post a Comment Home Subscribe to: Posts (Atom)

SEC Rule 144 --- text of the rule § 230.144   Persons deemed not to be engaged in a distribution and therefore not underwriters. Preliminary Note: Certain basic principles are essential to an understanding of the registration requirements in the Securities Act of 1933 (the Act or the Securities Act) and the purposes underlying Rule 144: 1. If any person sells a non-exempt security to any other person, the sale must be registered unless an exemption can be found for the transaction. 2. Section 4(1) of the Securities Act provides one such exemption for a transaction "by a person other than an issuer, underwriter, or dealer." Therefore, an understanding of the term "underwriter" is important in determining whether or not the Section 4(1) exemption from registration is available for the sale of the securities. The term "underwriter" is broadly defined in Secti...