About Gilbert J. Bradshaw

Transactional attorney concentrating in securities and tax law

Expanded Exemption from Registration with the SEC Your a small company that operates under a plan to offer shares of your company’s stock, options, or other securities as payment to your employees, officers, directors, partners, trustees, consultants, and advisors?  The Economic Growth, Regulatory Relief and Consumer Protection Act, Pub. L. 115-174, 132 Stat. 1296 (2018),…

SEC Enforcement, is the price for SEC violations too high to be worthwhile? The Securities Act of 1933 and the Securities Exchange Act of 1934, with all of their amendments, give the Securities and Exchange Commission an arsenal of remedies, designed to teach violators the lesson that misuse of funds and deceptive accounting practices do…

The advancement of computer software has made data analytics a very powerful enforcement tool for the SEC.  Being able to research and extract details from a massive amount of data, then sorting, comparing, and analyzing it provides the SEC with valuable details that were previously unavailable because of being buried in the masses of irrelevant…

Before investing, knowing the identity and background of the person offering the security can be just as important as knowing the financial statistics of the company.  The SEC recently charged a convicted felon with “raising over $30 million from hundreds of investors in a fraudulent initial coin offering (ICO).”  The defendant “darkened his hair, grew…

Opportunity zone property After two sets of proposed rules, the Treasury and the IRS have now issued their final Opportunity Zone Tax Regulations, which went into effect on March 13, 2020, for tax years beginning after that date.  The Tax Cuts and Jobs Act created special tax benefits for investors.  A detailed analysis of each…

A disclosure schedule is very imprtant! In the process of putting together a merger or an acquisition of one company by another, there is a lot of negotiating to go on and a lot of representations made by the seller to impress the buyer.  Whether those representations are in writing or speaking, the buyer will…

Beware of Investment Fraud Schemes! The Securities and Exchange Commission has issued an alert to investors about fraudulent schemes being promoted during the COVID-19 pandemic.  The SEC can issue trading suspensions and use other enforcement tools, as needed, but that doesn’t always make the investor, who was misled, entirely whole.  The best way to avoid…

When violations are discovered by the Securities and Exchange Commission (“SEC” or “Commission”), many investigation subjects (“Subjects”) consider settling with the SEC. This is often the right move, but there are pros and cons to this choice. The SEC’s priority is investor protection. According to the SEC Chairman, “the sooner harmed investors are compensated, the…

An accredited investor – How is the definition being expanded? The proposed rule will amend the definition of an “accredited investor” as follows: With regard to individuals, the proposed rule would add the term “spousal equivalent” to the definition of a spouse, and give accredited investor status to individuals: that have certain professional certifications or…

The Removal of Restrictive Legends from Stock Certificates What is Rule 144? Rule 144 under the Securities Act of 1933 is enforced by the Securities and Exchange Commission (“SEC”).  When a shareholder acquires restricted securities or holds control securities, the shareholder must find an exemption from the SEC’s registration requirements in order to sell the…

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