About Gilbert J. Bradshaw

Transactional attorney concentrating in securities and tax law

Judge Gerber released is opinion yesterday on the Lyondell Shareholder Clawback.  The full text of the opinion will be put in my blog as soon as I can get it formatted appropriately on this blog. We represent shareholder defendants involved in this case for an annual flat fee of $2,000 (which only includes 2 full…

A transfer agent is an agency, usually a bank, that keeps track of the individuals and entities that own the stock and bonds of a corporation.  Sometimes a corporation will act as its own transfer agent. The role of a transfer agent is divided into three general categories: issuing and canceling certificates, acting as an…

Looking back at 2013, there were many events that will affect the corporate world.  Click here to read the top ten stories of the year that have implications for directors and officers who are serving on corporate boards of directors. Call the Bradshaw Law Group today to answer your questions about corporate governance law and…

In the last of its major rulemaking proposals under the JOBS Act, on December 18, 2013, the U.S. Securities and Exchange Commission (SEC) voted to publish proposed rules to modify and develop Regulation A, the so-called (and little-used) “small offering exemption.”  The proposed rules would modify and expand Regulation A, which currently exempts from SEC…

Reasonable Steps to Verify Accredited Investor Status. Rule 506(c) as adopted contains both a general requirement that issuers take “reasonable steps” to verify that purchasers are accredited investors, as well as a non-exclusive list of methods that can be used to satisfy this requirement. As originally proposed, Rule 506(c) did not mandate a particular verification process…

The “bad boy” provisions have been added as a new paragraph (d) to Rule 506. These provisions disqualify an offering from utilizing the Rule 506 exemption from registration if certain persons related to the issuer or the offering have engaged in specified “bad acts.”  The disqualification provisions apply to offerings under Rule 506(b) and Rule…

In 2012 Congress passed the JOBS Act, which mandated the creation of a new offering exemption under the Regulation D 506 program that would allow for general advertising of an offering to accredited investors.  The rules went into effect on September 23, 2013.  Prior to the passage of the JOBS Act (and the subsequent promulgation…

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…

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