DWAC stands for Deposit/Withdrawal at Custodian.  It is an electronic transaction system run by  The Depository Trust Company (DTC) that makes it possible to transfer new shares or paper share certificates between broker/dealers or custodial banks, the DTC participants, and the issuer’s transfer agent.  The DTC is, thus, “a clearinghouse settling trades in corporate and…

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…

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…

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…

After a month-long trial, Michael Steinberg, a senior employee of SAC Capital was convicted of four counts of securities fraud and one count of conspiracy.  The SEC is going after Steven A. Cohen who denies any wrongdoing.  The SEC is going after other employees at SAC Capital until they have built up a stronger case…

From the Securities and Exchange Commission website: In November 2013, the SEC announced a roundtable on the current use of proxy advisory firm services by institutional investors and investment advisers. The roundtable took place in Washington, D.C., on Dec. 5, 2013, and provided a forum to discuss the role of proxy advisory firms, which was…

Here is the full proposed Volcker Rule and here is the fact sheet.   Hat Tip: The Conglomerate

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