Many readers will recall a widely-reported news story from July of this year concerning President Bush’s failure to timely disclose his 1990 sale of 212,140 shares of Harken Energy Group. At the time, the President served on Harken’s Board of Directors. The President’s digression (which he eventually cured in a late filing after publicly censuring […]
Many of the most public and celebrated securities cases have been cases involving insider trading. The public’s appetite for such cases is as endless as the cases themselves. Martha Stewart’s case is notable only because it is recent–the past forty years have brought forth cases involving not only corporate insiders, but also attorneys, psychiatrists, football […]
The mechanics of a spin-off are relatively simple: in a spin-off, a parent company distributes shares of a subsidiary on a pro rata basis to the parent company’s shareholders. As a result, the subsidiary becomes a separate company. The question, however, is how to conduct the spin-off in a manner that falls in step with […]
In November of 2007, the SEC adopted significant amendments to Rule 144. This article reflects those changes, and outlines the dictates of Rule 144.
At the foundation of our securities laws is the premise that shares of stock that are not registered with the SEC are subject to limitations on resale. Naturally, however, exceptions to this premise […]
Without doubt, S-8 is a powerful tool: it empowers fully reporting companies to register shares quickly and easily–without automatic SEC examiner review. S-8 registration allows issuers to compensate employees and some outside consultants with registered shares in lieu of cash. Issuers and their management remain confused, however, by the types of services for which S-8 […]
by LearnAboutLaw Staff July, 2007
Rule 144, promulgated under the Securities Act of 1933, is a safe harbor provision that allows holders of restricted securities to make sales of stock when certain conditions are met. For an overview of Rule 144, read the article here .
A question that often arises in a Rule 144 analysis is […]
January, 2008
The Securities and Exchange Commission, in November of 2007, made final its proposals for revisions to Rule 144 of the Securities Act. The amendments significantly liberalize Rule 144, particularly with respect to sales made by non-affiliates of shares of reporting issuers. For a full discussion of the ins-and-outs of Rule […]
July, 2007
This Article is superseded by final changes issued by the SEC, discussed HERE.
The Securities and Exchange Commission, on May 23, put forth several proposals for revisions to Rule 144 of the Securities Act. The proposed changes are titled “Revisions to Rule 144 and Rule 145 to Shorten Holding […]
RESOLUTION OF THE BOARD / STOCK ISSUANCE RESOLUTION
Pursuant to the Laws of the State of Nevada, and the Bylaws of CASA MANANA.COM, INC. a Nevada Corporation, (hereinafter, the Corporation), the undersigned Board of Directors of the Corporation, hereby approves and adopts the resolution set forth below as if approved and adopted at a meeting […]
Shareholder’s Rule 144(k) Representation Letter
To Whom It May Concern:
I am submitting this letter in connection with the removal of a restrictive legend from Shares of stock that I own.
“I”, the “Shareholder”, am the following:
The “Issuer” or the “Company” is the following:
The number of “Shares” is the following:
I hereby advise you as follows:
1. Neither the […]
Sample Irrevocable Transfer Agent Instructions
January 25, 2005
Transfer Online, Inc.
317 SW Alder Street, 2nd Floor
Portland, OR 97204
Ladies and Gentlemen:
Reference is made to that certain Equity Line Purchase Agreement (the “Equity Line Purchase Agreement”) dated as of April 9, 2002, as amended on July 8, 2004 and July 21, 2004, and […]
On July 30, President Bush signed into law the Accounting Industry Reform Act of 2002 (formally, the Sarbanes-Oxley Act of 2002). The Act imposes myriad and significant new changes in both auditing practices and corporate responsibility. Although widely covered in the press, the Act is far wider in scope than commonly reported on television and […]