Corporate Insiders' Reporting Obligations Revisited & Section 16's New Accelerated Filing Deadline (2002)

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…

Insider Trading | Insider Trading Law | Insider Trading Penalties

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…

How to Do a Spin-Off

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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,…

Rule 144 Opinion Letter Restricted Stock Sales

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…

The SEC's Streamlined S-8 Securities Registration Scheme, Demystified

This Article is Outdated and Should Not Be Relied Upon as Current Law Without doubt, S-8 is a powerful tool: it empowers fully reporting companies to register shares quickly and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…

Gifts of Securities Under Rule 144

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…

Legal Form | Sample Stock Issuance Resolution

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RESOLUTION OF THE BOARD / STOCK ISSUANCE RESOLUTIONPursuant 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,…

Legal Form | Sample Shareholder's Rule 144(k) Representation Letter

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Shareholder's Rule 144(k) Representation LetterTo 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"…

Sample Form | Irrevocable Transfer Agent Instructions

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Sample Irrevocable Transfer Agent InstructionsJanuary 25, 2005Transfer Online, Inc. 317 SW Alder Street, 2nd Floor Portland, OR 97204Ladies and Gentlemen:Reference is made to that certain Equity Line Purchase Agreement (the "Equity…

The New Corporate Responsibility Standard: The Accounting Industry Reform Act of 2002

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…