Tag Archives: control person

Shareholders in Current or Former Shell Companies

Rule 144 Opinion Letters Cannot Be Drafted for a Current Shell Few things are more frustrating than “shell status” to OTC shareholders with restricted stock in microcap companies.   Why?   Because Rule 144 cannot be used to clear restricted … Continue reading

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Current Public Information Requirement Under Rule 144 for Multiple Sales

Sometimes Shareholders, such as Affiliates, will sell stock over time and the question arises whether or not one Rule 144 legal opinion will suffice.   This depends upon how long ago the 144 opinion letter was drafted.  The reason updated legal … Continue reading

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Beneficial Ownership for Affiliates Under SEC Rule 144

Beneficial Ownership Under Rule 144 Depends on Control Affiliates in OTC Bulletin Board and OTC Markets public companies are generally the officers, directors, and owners of greater than 10% of an Issuer’s outstanding stock in a given class.   The question … Continue reading

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How To Tell If You’re Buying Restricted Stock From An Affiliate

How Can I Tell If the Seller in a Private Sale is an Affiliate Under Rule 144? Since an “Affiliate” is defined as a “control person” of the Issuer, ask what role the Seller may have played in the founding … Continue reading

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What is a “Control Person” or “Affiliate” Under Rule 144?

Definition of a Control Person or Affiliate under SEC Rule 144 A control person is someone who directly or indirectly controls the management and affairs of an issuing company.  Control Persons are most often referred to as Affiliates. An Affiliate … Continue reading

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What is “restricted stock”?

What is “restricted stock”? “Restricted stock” can be classified in two different ways: It is stock that a Shareholder or a prior owner purchased directly from the issuing company without registration under the Securities Act of 1933; or Stock that … Continue reading

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