About Gilbert J. Bradshaw

Transactional attorney concentrating in securities and tax law

Tacking can be a complicated analysis and must be reviewed in light of all of the facts and circumstances. Generally, the “tacking” concept of Rule 144 permits a holder of restricted securities to aggregate the separate holding periods of prior owners of the restricted securities in order to satisfy the holder’s applicable holding period requirement….

When you acquire restricted securities or hold control securities, you must find an exemption from the SEC’s registration requirements to sell them in a public marketplace.  Rule 144 allows public resale of (1) unregistered securities, which are securities directly from an issuer, referred to as “restricted” securities; and (2) unrestricted securities held by an affiliate of…

NYTimes Dealbook is reporting that last Friday, when the city of Detroit sought approval to borrow $350 million from Barclays Capital to pay payroll and to pay off their interest rate swap counterparties* Judge Rhodes ignored the Bankruptcy Code’s “Safe Harbor” provisions and sent two bank lenders into a confidential mediation through Christmas Eve so that…

The Conglomerate Blog analyzes JPMorgan’s  (“JPMC”) complaint against the FDIC.   Basically, during the financial crisis when JPMC “acquired” WaMu, JPMC did so under an agreement that the FDIC would indemnify them, which JPMC says that they have failed to do. The Complaint states, among other things that: the FDIC-Receiver agreed to indemnify JPMC for, among…

Certainly, the IRS will find a way to tax bitcoin. Recently, the Service issued a statement to the Wall Street Journal saying: “The IRS continues to study virtual currencies and intends to provide some guidance on the tax consequences” of transactions involving them. The agency is also “aware of the potential tax compliance risks posed by…

This from The Official Delaware State Corporate Law Blog: Historically, business planners structured corporate mergers using either a single step (i.e., a vote of the stockholders to approve the merger at a meeting called for that purpose) or two steps (i.e., a public tender by the buyer for the target’s shares, followed by a meeting…

The Securities and Exchange Commission released a statement on Tuesday saying that five federal agencies jointly developed Section 619 of the Dodd-Frank Wall Street Reform Act (commonly known as the “Volcker Rule” Khan Academy has a pretty good background of origins of basic securities regulation). DealBook gives an interesting summary of each of the regulating…

DealBook reports that Coinbase, a startup that aims to help bitcoin and other virtual currencies gain acceptance, raised $25 million in financing. DealBook reports that “A steady stream of Silicon Valley investors has been building stakes in virtual currency start-ups. Last month, a Chinese Bitcoin exchange raised $5 million from Lightspeed Venture Partners. Google’s venture capital…

Title III of the Jumpstart Our Business Startups (JOBS) Act of 2012 provides for securities based crowdfunding with the intention of making it easier for small businesses and startups to raise funds and for individuals to become investors.  The Securities and Exchange Commission (SEC) released its proposed rules governing crowdfunding, “Regulation Crowdfunding,” in  October of…

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