About Gilbert J. Bradshaw

Transactional attorney concentrating in securities and tax law

On December 5, 2019, the U. S. House of Representatives passed H. R. 2534, known as the Insider Trading Prohibition Act, with a bipartisan vote of 410 – 13.  It is intended to clarify the prohibitions against insider trading, which have developed from judicial case law, giving an interpretation to SEC Rule 10b-5. Those advocating…

What are primary and secondary markets?  There are two different settings in which securities transactions occur. The First Setting The seller of securities attempting to sell to investors in the action of raising capital for their company. The Second Setting Is a buy-sale transaction that happens when investors have already purchased securities and want to…

The SEC reached out because something about you or your company triggered a red flag-or is connected to an individual or company that was flagged.The SEC utilizes two processes to investigate potential securities fraud: an informal inquiry and a formal investigation.Facts are gathered and developed through an informal inquiry (or “matter under inquiry”), and responses…

A repurchase offer is a transaction that takes place when a company buys back its own shares from the marketplace. On February 14, 1975, Commissioner of Corporations of the State of California, Willie R. Barnes, issued a release on Repurchase Offers that commented on Section 25507 (b) of the Corporate Securities Law of 1968. (link…

A rescission offer takes place when an issuer offers to repurchase an investor’s securities and refund his purchase price plus interest. Most states provide that an issuer can offer those who invested in transactions that violate securities laws a chance to pre-emptively buy back their securities at the original purchase price plus interest. These offers…

Stock is included as a security under the securities definition “unless the context otherwise requires” [Securities Act §2(a)(10)]. However not all instruments that are labeled “stock” are securities. The Supreme Court ruled that the definition of a security must indicate “economic reality.” In the 1980s the courts believed that when the majority of a stock…

The Securities Act of 1933 was drafted by Commissioner Huston Thompson of the Federal Trade Commission (FTC), this was the first securities bill presented to Congress. It proposed “merit regulation” of the securities being submitted for public purchase. “Merit Regulation” Called to bring in the government to determine the reliability of the securities that were…

Are you an entrepreneur with intellectual property? If you are not sure if you have intellectual property continue reading below. If you are thinking of starting a business. You probably have some good ideas on how to offer a better service or product vs. what is currently available on the market.  Those ideas are most…

With an initial public offering (IPO) to take your private company public. What steps can you take to make it as successful as possible?  Your company is the prized possession that you have built over a long period of time, and you don’t want to be disappointed or lose some of the investment you have…

Mergers & Acquisitions Transactions and Why Expertise is Critical! Forbes Magazine published an article about key considerations in completing a merger or acquisition.  One of those key points is the absolute necessity of using an attorney that specializes in mergers and acquisitions.  That part of the article is worth quoting here. “It is critically important…

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