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…

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…

FOR IMMEDIATE RELEASE 2016-266 Washington D.C., Dec. 16, 2016 —The Securities and Exchange Commission today announced settled cease-and-desist proceedings against the CEO of a Utah-based broker-dealer and two registered persons associated with the firm for causing the firm’s violations of SEC market structure rules, and contested administrative and cease-and-desist proceeding against the firm for the…

There have been recent rules adopted by the Securities and Exchange Commission.  The Bradshaw Law Group focuses on federal securities laws, such as private placement offerings, initial public offerings and other securities offerings.  We represent clients from across the United States.  While the Bradshaw Law Group has been in business, the securities and exchange commission…

The Securities Act of 1933 has the following liability provisions: Section 11(a) imposes liability “in case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not…

The SEC promulgated Rule 421 of the Securities Act of 1933 (the “Act”) through Regulation C whereby the SEC requires the prospectus for a registration statement (usually on a Form S-1) to be written in “Plain English.” Writing in Plain English requires, at a minimum, the following: Definite, concrete, everyday language; short sentences; active voice;…