Rule 144- Rule 144 sets forth certain requirements for the use of Section 4(1) for the resale of securities. Section 4(1) of the Securities Act provides an exemption for a transaction “by a person other than an issuer, underwriter, or dealer.” The terms “Issuer” and “dealer” have pretty straightforward meanings under the Securities Act, but the term “underwriter” does not. Rule 144 provides a safe harbor from the definition of “underwriter.” If all the requirements for Rule 144 are met, the seller will not be deemed an underwriter and the purchaser will receive unrestricted securities. Although not set out in the statute, all transfer agents and Issuers, along with most clearing and brokerage firms, require an opinion of counsel as to the application of Rule 144 prior to removing the legend from securities and allowing their sale under Rule 144. The opinion letter must set forth that the facts regarding that Issuer, particular stock and selling shareholder comply with the requirements under Rule 144. Rule 144 only addresses the resale of restricted or control securities, not unrestricted securities or sales directly by an Issuer. Unrestricted securities (such as securities that have been registered under the Securities Act) may be sold without reference or regard to the Rule. Control securities are those securities held by an affiliate of the issuing company, and restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the Issuer. Rule 144 provides certain conditions that must be met for sales by both affiliates and non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting Issuer. The following chart summarizes the Rule 144 requirements... Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
Views: 5090 Anthony L.G., PLLC A Corporate Law Firm
Have more questions? Hire an attorney on UpCounsel today and Post a Job: https://www.upcounsel.com/jobs/new What Is Rule 144? The regulation gives a specific set of conditions that a shareholder must meet in order to sell unregistered, "restricted," or "controlled" securities in the public marketplace. For a shareholder to sell securities on the public stock market, the securities and sale need to be registered with the U.S. Securities and Exchange Commission (SEC).
Views: 326 UpCounsel
Http://www.reverse-merger.info SEC Rule 144 Trap for the Unwary The doctrine of "Acting in Concert" can be a trap for the unwary under SEC Rule 144. SEC Rule 144 is the primary tool for making sales in the public market of securities acquired from a public company or its affiliates in a transaction that did not involve a public offering. If you bought stock in a public company in a private transaction, you may sell into the public market if you meet certain conditions. Rule 144 has different requirements for affiliates and non-affiliates. Generally, affiliates are persons that directly, or indirectly control or are controlled by the issuer. For non-affiliates, these limitations generally involve adequate current public information on the company and an adequate holding period after the securities are acquired and fully paid for. For affiliates there are also restrictions on the manner of sale, volume limitations and a notice requirement. We focus here on the volume limitations. Rule 144(3)(e )(vi) provides that "When two or more affiliates or other persons agree to act in concert for the purpose of selling securities of an issuer, all securities of the same class sold for the account of all such persons during any three-month period shall be aggregated for the purpose of determining the limitation on the amount of securities sold; . . . ." In other words, when two or more persons agree to act in concert to sell securities, all securities sold by them during any three-month period are aggregated for the volume limitations. We find that affiliates may overlook the fact that their sales will be aggregated with sales of others with whom they are "acting in concert" There are many fact situations where people would be acting in concert. For example, two persons coordinating the timing of sales of their securities might be deemed to be acting in concert. More subtly, if both sellers' accounts were run by the same investment advisor, these sellers might be deemed to be acting in concert. If an affiliate of an issuer is the general partner of limited partnerships which hold or held restricted securities of the issuer the affiliate may be aggregated with the partnerships and their partners. Further aggregation may also be required if the affiliate is "acting in concert" with other persons under Rule 144(e)(3)(vi) We therefore warn you to be aware of this provision of Rule 144 and act accordingly. Violating Rule 144 is selling restricted stock as free trading stock and the penalties are severe. Non-affiliates can be aggregated with other holders so they control enough stock to be affiliates. Seek competent legal counsel to make sure you are in compliance. Get the Data You Need Questions -- email me at John.Lux @ securities-law.info Subscribe to my blogs: Www. Reverse-merger.info & Www. Securities-law.info Disclaimer: This is not legal or investment advice of any kind. Consult qualified securities attorneys. Your situation may vary.
Views: 1864 John Lux
A private placement is the sale of securities to a small group of select investors as a way of raising capital while avoiding key disclosure requirements. The target investor audience for private placement deals are accredited investors who earn at least $200,000 annually or whose net worth exceeds $1 million and institutional buyers like large banks, mutual funds, insurance companies, and pension funds. Both public and private companies can either sell equity shares or bonds through the private placement while taking advantage of some key benefits; - The company does not have to pay high underwriting fees - The business is dealing with sophisticated investors that can help structure a more complex deal - The company does not have to disclose as much about its business to the SEC compared to an IPO - For privately placed bonds, no credit rating is required thus saving the company time and money There are many questions that will be answered in this video; - What are private placements? - How can public companies use private placements? - How can private companies use private placements? - What advantages do investors receive when investing in private placements? - What is Rule 144A? - What are the filing and holding requirements for privately placed securities in Canada & US? If you have any other questions, please comment below. If you enjoyed the video and found it helpful, please like and subscribe to FinanceKid for more videos soon! For those who may be interested in finance and investing, I suggest you check out my Seeking Alpha profile where I write about the market and different investment opportunities. I conduct a full analysis on companies and countries while also commenting on relevant news stories. http://seekingalpha.com/author/robert-bezede/articles#regular_articles
Views: 5672 FinanceKid
أوضح المصرفي المتخصص بأسواق الدين والائتمان محمد الخنيفر أنه من المتعارف عليه بأسواق الدخل الثابت أنه مع الطرح الدولاري، يتم تحديد اذا ما كان الإصدار ممتثل لمعاير معينة تسمح بترويج هذه الورقة المالية داخل الولايات المتحدة (عبر جعل الإصدار يمتثل لقاعدة 144 (أ) وأشار في مقابلة له مع قناة العربية الى أنه في بعض الأحيان تفضل جهة الإصدار استهداف مستثمرين خارج الولايات المتحدة عبر (regulation s ) وهذا ما قامت به شركة الكهرباء وقد يكون ذلك قد أثر على تسعير صكوك ال10 سنوات وأشار الى أن ميزة سندات سابك أنه سيتم ترويجها لشريحة أوسع من المستثمرين من داخل وخارج الولايات المتحدة وهذه الاستراتيجية ستزيد الطلب على الإصدار
Views: 22 Mohammed KHNIFER
United States Congress enacted the Securities Act of 1933 (the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, or the '33 Act, Title I of Pub. L. 73-22, 48 Stat. 74, enacted May 27, 1933, codified at 15 U.S.C. § 77a et seq.), in the aftermath of the stock market crash of 1929 and during the ensuing Great Depression. Legislated pursuant to the interstate commerce clause of the Constitution, it requires that any offer or sale of securities using the means and instrumentalities of interstate commerce be registered with the SEC pursuant to the 1933 Act, unless an exemption from registration exists under the law. "Means and instrumentalities of interstate commerce" is extremely broad, and it is virtually impossible to avoid the operation of this statute by attempting to offer or sell a security without using an "instrumentality" of interstate commerce. Any use of a telephone, for example, or the mails, would probably be enough to subject the transaction to the statute. The 1933 Act was the first major federal legislation to regulate the offer and sale of securities. Prior to the Act, regulation of securities was chiefly governed by state laws, commonly referred to as blue sky laws. When Congress enacted the 1933 Act, it left existing state securities laws ("blue sky laws") in place. The '33 Act is based upon a philosophy of disclosure, meaning that the goal of the law is to require issuers to fully disclose all material information that a reasonable shareholder would require in order to make up his or her mind about the potential investment. This is very different from the philosophy of the blue sky laws, which generally impose so-called "merit reviews." Blue sky laws often impose very specific, qualitative requirements on offerings, and if a company does not meet the requirements in that state then it simply will not be allowed to do a registered offering there, no matter how fully its faults are disclosed in the prospectus. Recently, however, NSMIA added a new Section 18 to the '33 Act which preempts blue sky law merit review of certain kinds of offerings. This video is targeted to blind users. Attribution: Article text available under CC-BY-SA Creative Commons image source in video
Views: 10202 Audiopedia
In this video interview, New York Corporate partner Walter Van Dorn examines the US Securities and Exchange Commission's (SEC) adoption of the final rules implementing Section 201(a) of the Jumpstart Our Business Startups (JOBS) Act to eliminate the prohibition against general solicitation and advertising in offerings exempt from registration pursuant to Rule 506 and Rule 144A under the Securities Act of 1933. The video addresses: • The SEC's new rules for private placements under the JOBS Act; • The conditions established by the new rules for general solicitation and advertising; • The opportunities available to public and private companies; and • The impact of the rules on non-US companies.
Views: 235 Dentons
Michael McTiernan, a partner at Hogan Lovells LLP, joined REIT.com for a video interview at REITWise 2016: NAREIT’s Law, Accounting and Finance Conference at the Marriott Marquis in Washington, D.C. McTiernan discussed the Securities and Exchange Commission’s (SEC) recently released no-action letter that will allow holders of shares of a publicly traded REIT that they received in exchange for privately placed units of the REIT’s operating partnership to sell those shares under Rule 144 without having to start a new holding period. McTiernan said the SEC’s letter will allow REITs to avoid “what were a lot of silly expenses at having those types of transactions be registered with the SEC. It’s a good, cost-saving move for REITs.” McTiernan also observed that the SEC appears to be taking a less relaxed approach than in the past with regard to the use of metrics outside of Generally Accepted Accounting Principles (GAAP). However, “I don’ think the abuses that have triggered some of the statements coming out of the SEC are relevant to the REIT space,” he said. Meanwhile, McTiernan commented on the SEC’s proposed clawback rule, which requires executive officers to pay back incentive-based compensation that they were awarded erroneously. Most of the clawback policies of REITs contain a fault component, whereas the SEC rules are likely to contain a no-fault basis, according to McTiernan. Most REITs will probably wait until the final rules are issued before making any changes to their policies, McTiernan said. 4/26/2016 | By Sarah Borchersen-Keto
Views: 135 Nareit1
Transocean Announces Pricing of U.S. $600 Million of Secured Notes Due 2025 STEINHAUSEN, Switzerland, July 10, 2018 (GLOBE NEWSWIRE) -- Transocean Ltd. (NYSE:RIG) announced today that Transocean Pontus Limited (“Transocean Pontus”), a wholly owned indirect subsidiary of Transocean, has priced an offering of senior secured notes. Transocean Pontus will issue U.S. $600 million in aggregate principal amount of senior secured notes due 2025 (the “Notes”) to eligible purchasers pursuant to Rule 144A/Regulation S. The Notes will be guaranteed by Transocean Ltd., Transocean In... -------------------- Don't Forget Subscribe: https://www.youtube.com/channel/UCg2rpIm-MUrlQP16e_dyRSQ?sub_confirmation=1
Views: 1 CH News
http://princetoncorporatesolutions.com/downloadbook.php 144a Private Placement, Taking Your Company Public and much more in this Free downloadable eBook from Princeton Corporate Solutions
Views: 1710 photosandgeothermal
Section 4(a)(1) Exemption- Just like for an issuer, when a shareholder sells or transfers shares that sale or transfer must either be registered or exempt from registration. The most common exemption relied upon is Section 4(a)(1) and the Rule 144 safe harbor under Section 4(a)(1). Section 4(a)(1) provides an exemption for a transaction "by a person other than an issuer, underwriter, or dealer." Rule 144 provides a non-exclusive safe harbor for the sale of securities under Section 4(a)(1). In the event that Rule 144 is unavailable, a holder of securities may still rely upon Section 4(a)(1). Section 4(a)(2) of the Securities Act provides an exemption for sales by the issuer not involving a public offering. The issuer itself may not rely on Section 4(a)(1), and selling security holders may not rely on Section 4(a)(2). Case law and the SEC unilaterally conclude that an affiliate which is an officer, director or greater than 10% shareholder may not rely on Section 4(a)(1) for the resale of securities that results in the purchaser receiving freely tradeable shares. In particular, an affiliate is presumptively deemed an underwriter unless that affiliate meets the requirements for use of Rule 144. The Rule 144 requirements cannot always be satisfied by an affiliate, such as when such affiliate desires to sell securities in a private transaction without the use of a broker-dealer. The court system, recognizing this gap in the statutory regime, developed the Section 4(a)(1½) exemption. When an affiliate sells a control block of a public company, they are in essence relying on Section 4(a)(1½) as no other exemption would technically be available. Separately, in 2008, the SEC amended Rule 144 to make its use unavailable for the sale of securities initially issued by a shell company or any issuer that has, at any time, previously been a shell company unless all the requirements of Rule 144(i) are met. These requirements include that the issuer no longer be a shell company, is subject to the reporting requirements of the Securities Exchange Act for 12 months following the time that it filed Form 10 information indicating it was no longer a shell company, and is current with all Exchange Act reporting requirements. In an effort to gain liquidity in securities of companies that do not meet the Rule 144(i) requirements due to current or former shell status, selling security holders have begun to rely directly on Section 4(a)(1), disregarding the Rule 144 safe harbor. However, as noted, Section 4(a)(1) is not available for use by affiliates, who instead rely on the Section 4(a)(1½) exemption. The same series of cases define both exemptions. In the next Lawcast in this series I will discuss the requirements for use of the Section 4(a)(1) and 4(a)(1½) exemptions. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
Views: 2159 Anthony L.G., PLLC A Corporate Law Firm
CBA President Dan Cotter recently interviewed Daniel Winterfeld, The InterLaw Diversity Forum, London, and D’Arcy Kemnitz, The LGBT Bar, comparing the issues, laws and experiences pertaining to LGBT lawyers in the U.S. and the U.K. www.chicagobar.org www.theiilp.com ------------------------------------------------------------------------------------- Daniel Winterfeldt Partner, CMS London Daniel is Head of International Capital Markets at CMS and a US securities lawyer with over fourteen years of experience in London and New York. His practice focuses on representing US, UK, European and Asian investment banks and corporate issuers in a wide range of securities transactions, including Rule 144A and Regulation S equity and debt offerings; Regulation S, Category 3 transactions for US companies listing in the United Kingdom; rights offerings; exchange offers; equity-linked securities offerings; initial public offerings and secondary and follow-on offerings of equity securities, including SEC-registered transactions. Daniel also provides ongoing US securities advice to The London Stock Exchange on Regulation S, Rule 144A and Regulation D. Daniel is the founder and co-chair of the Forum for US Securities Lawyers in London a trade association representing over 1,500 US-qualified lawyers and market participants from law firms and financial institutions in the London capital markets. He is also the Diversity and Inclusion Partner for CMS and the founder and co-chair of the InterLaw Diversity Forum. Daniel was named the Legal Innovator of the Year at the 2012 FT Innovative Lawyers Awards as well as being selected second in the category of Client Service at the same awards. In 2013 he was further recognised with the honour of being admitted to the Bar of the Supreme Court of the United States. ------------------------------------------------------------------------------------- D’Arcy Kemnitz, Esq. Executive Director, The LGBT Bar D’Arcy brings more than two decades of non-profit and social justice experience to her role as The LGBT Bar’s executive director. Under her leadership, The Bar has become the largest and most recognized organization of LGBT legal professionals in the country. In addition to orchestrating a coalition of more than 25 local, state and regional LGBT bar associations, and dozens of LGBT law student associations, D’Arcy has overseen the annual “Lavender Law” Conference and Career Fair with thousands of attendees each year. D’Arcy is a frequently quoted expert on LGBT legal issues, appearing in media outlets including The ABA Journal, ABC News, Time Magazine and others. She is a distinguished graduate of the University of Wisconsin and the Hamline University School of Law.
Views: 411 The Chicago Bar Association
If you are looking for a low cost, non-recourse way to finance your project, we can help. A 144A Bond funding program is a great way to finance many types of real estate and non real estate type projects. http://www.144Abond.com. 144A Bond Funding - 144a Bond Financing
Views: 1941 144a Bond Funding - 144a Bond Financing
Breaking News | The Stars Group Announces Upsizing and Pricing of Private Offering of $1.0 Billion of Unsecured Senior Notes Breaking News | The Stars Group Announces Upsizing and Pricing of Private Offering of $1.0 Billion of Unsecured Senior Notes The Stars Group intends to use the net proceeds from the Notes Offering, together with the Company's previously announced equity offering, bank financing and cash on hand to fund the previously announced acquisition of Sky Betting & Gaming. The notes will be offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States in reliance on Regulation S under th... SUBSCRIBE To Our Channel : https://www.youtube.com/channel/UCPMjaOmdSqkcKmrntN5TF4Q Facebook : https://www.facebook.com/World-Breaking-News-1801911953358902/ Twitter : https://twitter.com/trinhhuuminhly Google+ : https://plus.google.com/u/0/101746655803030079868 Pinterest : https://www.pinterest.com/adanjanuzai/ Wedsite : http://www.bbc.com/news Instagram : https://www.instagram.com/world_breaking_news_tv/ Source : http://c.newsnow.co.uk/A/2/944298324?-: Thanks For Watching Video. Please SUBSCRIBE
Views: 0 Breaking News 24/7
Bobby Majumder is a partner in the firm's Corporate practice and Firmwide Co-Chair of the firm's India Practice who focuses on corporate and securities transactions primarily in the following industry verticals: energy (oil & gas and coal), mining, healthcare and information technology. He represents underwriters, placement agents and issuers in both public and private offerings of securities; public and private companies in mergers and acquisitions (both cross-border and domestic); private equity funds, hedge funds and venture capital funds in connection with both their formation and their investments; and companies receiving venture capital and private equity funding. Bobby advises established companies as well as new and emerging issuers on raising capital from both the public and private markets in the United States and Europe (including Rule 144A/Regulation S offerings). He also advises U.S. and foreign companies in connection with their SEC reporting and compliance requirements. Bobby has extensive experience in mergers and acquisitions involving companies in the information technology, telecommunications, mining, coal, oil and gas, and health care industries. He also has extensive experience in representing private equity, hedge funds and venture capital funds in their investments in both public companies and closely held entities.
Views: 424 Perkins Coie
Rule 145 – Registration and Resale Requirements For Securities Issued in Merger, Consolidation or Acquisition- Rule 145 addresses the registration and resale requirements for securities issued in a merger, consolidation, acquisition of assets or reclassification of securities. In accordance with Rule 145 an offer or sale of securities occurs when shareholders are asked to vote on an exchange of their existing securities for new securities in a merger, consolidation, acquisition of assets or reclassification of securities. Like any other offer or sale of securities, a Rule 145 transaction must either be registered or there must be an available exemption... Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
Views: 218 Anthony L.G., PLLC A Corporate Law Firm
Rule 506(c) Offerings- Only Accredited Investors May Invest In A Rule 506(c) offering. In prior Lawcasts in this series I have talked about the fact that only accredited investors may invest in a Rule 506(c) offerings... #LawCast
Views: 288 Anthony L.G., PLLC A Corporate Law Firm
Recommendations of the SEC Government Business Forum- Part 3- Over the last couple of LawCasts I have been summarizing the 15 recommendations of the Forum in the order of priority.Today I am starting with the 9th recommendation and completing my summary. 9. The eligibility requirements for the use of Form S-3 should be revised to include all reporting companies. 10. The SEC should clarify the relationship of exempt offerings in which general solicitation is not permitted, such as in Section 4(a)(2) and Rule 506(b) offerings, with Rule 506(c) offerings involving general solicitation in the following ways: (i) the facts and circumstances analysis regarding whether general solicitation is attributable to purchasers in an exempt offering should apply equally to offerings that allow general solicitation as to those that do not (such that even if an offering is labeled 506(c), if in fact no general solicitation is used, it can be treated as a 506(b); and (ii) to clarify that Rule 152 applies to Rule 506(c) so that an issuer using Rule 506(c) may subsequently engage in a registered public offering without adversely affecting the Rule 506(c) exemption. I note that within days of the forum, the SEC did indeed issue guidance on the use of Rule 152 as applies to Rule 506(c) offerings, at least as relates to an integration analysis between 506(b) and 506(c) offerings. 11. The SEC should amend Regulation ATS to allow for the resale of unregistered securities including those traded pursuant to Rule 144 and 144A and issued pursuant to Sections 4(a)(2), 4(a)(6) and 4(a)(7) and Rules 504 and 506. 12. The SEC should permit an ATS to file a 15c2-11 with FINRA and review the FINRA process to make sure that there is no undue burden on applicants and issuers. An ATS is an “alternative trading system.” The OTC Markets’ trading platform is an ATS. This recommendation would allow OTC Markets to directly file 15c2-11 applications on behalf of companies. A 15c2-11 application is the application submitted to FINRA to obtain a trading symbol and allow market makers to quote the securities of companies that trade on an ATS, such as the OTC Markets. Today, only market makers seeking to quote the trading in securities can submit the application. Also today, the application process can be difficult and lack clear guidance or timelines for the market makers and companies involved. This process definitely needs attention and this recommendation would be an excellent start. 13. Regulation CF should be amended to (i) permit the usage of special-purpose vehicles so that many small investors may be grouped together into one entity which then makes a single investment in a company raising capital under Regulation CF; and (ii) harmonize the Regulation CF advertising rules to avoid traps in situations where an issuer advertises or engages in general solicitations under Regulation A or Rule 506(c) and then converts to or from a Regulation CF offering. 14. The SEC should provide greater clarity on when trading activities require ATS registration, and when an entity or technology platform needs to a funding portal, broker-dealer, ATS and/or exchange in order to “be engaged in the business” of secondary trading transactions. 15. Reduce the Rule 144 holding period to 3 months for reporting companies. I fully support this recommendation.
Views: 28 LawCast with Laura Anthony, Esq.
How to do basic start-up on the ABB ACS550 AC Drive. Buy ABB ACS550 AC Drives and accessories at 800-337-1720 or go to http://www.galco.com/shop/ACS550-ABB-AC-Drives?source=YouTubeHowTo To buy the drive featured in this video follow this link: http://www.galco.com/buy/ABB/ACS550-U1-08A8-4?source=YouTubeHowTo Sign up for Galco’s newsletter that features our newest products, our can't-miss deals, our best videos, and total access to Galco’s electronics expertise: http://www.galco.com/email/ Connect with us! https://plus.google.com/+GalcoIndustrial https://www.facebook.com/GalcoIndustrial https://twitter.com/GalcoIndustrial https://www.linkedin.com/company/galco-industrial-electronics Don't forget to like and comment on this video, and subscribe to our channel! The ABB ACS550 standard drive is simple to select, install, configure and use, saving considerable time. The drive has common user and process interface with fieldbus, common software tools for sizing, commissioning, maintenance, and common spare parts. Typical applications include pump, fan and constant torque use, such as conveyors. • Easy installation & trouble free start up • Advanced control panel permitting intuitive operation • Patented swinging choke for superior harmonic reduction • Integral EMC filter for 1st environment as standard • Built n Modbus & numerous internally mountable fieldbus adapters • UL, cUL listed and CE approved (600V product is CSA approved, not CE) • General Purpose • Sensorless Vector Control • 0.75 to 550hp • 240V to 600V, 1 & 3-Phase • NEMA 1 (IP21), NEMA 12 opt. For more ABB AC Drives available at galco.com visit: http://www.galco.com/shop/ABB-AC-Drives?source=YouTubeHowTo To see all ABB Drives go to: http://www.galco.com/get/ABB-Drives?source=YouTubeText And to vew the full line of ABB products available at galco.com visit: http://www.galco.com/find/ABB?source=YouTubeHowTo Galco is a Factory Authorized Stocking Distributor for Over 150 Brands of Industrial Electrical & Electronic Automation, Controls and Component Products; On-Site and Send-In Repair Services for Industrial Control & Automation Products for Over 2,000 Brands; Engineered Systems Integration, Retrofits & Upgrades for Variable Speed Drives, CNC, PLC Systems, Dynamometers & Test Stand Applications. Visit us online at http:// www.galco.com or call us at 800-337-1720. http://www.galco.com/safety With respect to the usage, installation or assembly of any products described in this video, Galco Industrial Electronics, Inc., a Michigan corporation, encourages you to follow the requirements and/or guidelines of: i) the Occupational Safety and Health Act of 1970, Public Law 91-596, as amended, and all laws, rules and regulations implemented in relation thereto; ii) the National Electric Code®; and iii) NFPA 70E®. Any installation, assembly or work described in this video should be performed by a qualified licensed electrician. GTV, Galco, galco.com, Galco Industrial Electronics, and Galco Industrial Electronics, Inc. are registered and/or pending registered trademarks under the U.S. Patent and Trademark Office, assumed names, registered domain names, and/or trade names of Galco Industrial Electronics, Inc., a Michigan corporation.
Views: 358077 GalcoTV
In this program in our 2013 NDI Checkpoint Web Conference Series we will discussed the SEC's lifting of the ban on general solicitation and advertising for certain private placement offerings under Rule 506 and under Reg.144A under the Securities Act of 1933, and the implications for issuers of securities in such offerings. For more information, please visit the event site: http://www.foley.com/jobs-act-update-sec-acts-to-help-take-the-private-out-of-private-placements/.
Views: 243 Foley & Lardner LLP
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Views: 96 Gazunda - Today's Finance
An International Commercial lender up to 100% funding either debt or equity or combination worldwide! We fund Energy, Technology, Mining, Real Estate and Business based projects. The Venture Capital Cash process is simple, consistent and fully transparent with information provided for your due diligence of our capital providers, their history and performance to ensure that you are comfortable in allowing us to be your financial partner in this and future opportunities. We believe that the relationship is as important as the funds if we are to work in harmony to achieve your goals. Don't be fooled though, 100% funding is very rare and requires top notch quality documentation such as a business plan made by a professional company or institution and a feasibility study. The business plan needs to include detailed information on the management team, a marketing study, a sensitivity analysis, a risk analysis, financial projections, detailed information about your existing company, the amount of money spent and invested already in the project by yourself or your company and partners, and a detailed explanation on how you will deal with the risk factors, such as project and payment insurances. Exit options have to be clearly outlined and the ROI for the investors needs to be attractive and convincing. Venture Capital Cash is an international funding agency offering several programs including an International Investment Banking Group up to 90% funding either debt or equity or combination worldwide- $20M and above! Funding based on strength of project not LTV or LTC. Some of our investors participating in funding projects are wealth funds, hedge funds, family offices, banks and institutions, high net worth individuals and more. Some are based in Europe, the US, the Middle East, China, Australia... Venture Capital Cash is interested in Energy, Technology, Mining, Real Estate and Business based markets. We provide up to 100% of borrower’s capital request in the form of debt, equity or a combination and allow all documented expense paid by the borrower to be stacked on top of the funds requested. Projects need to be shovel ready, permitted, agreements in place and ready for due diligence. Venture Capital Cash is arrange for a moratorium on payments until the project is stabilized and cash flowing if the timeline to stabilization is reasonable. (Determined on a case-by-case basis). Venture Capital Cash will provide information for you to make an intelligent decision on doing business with us. If the project has merit with strong principal, a very good plan, capital to support the project until funding we can offer you good options. Venture Capital Cash offers bank rate or better pricing, not hard money. Our rates are market competitive. Minimum loan amount is $20M US with no maximums on asset based lending. Immediate Required Documentation to get your project submitted: The following documents will be necessary to successfully underwrite and fund your project: First of all we want to see a clearly written overview in the form of an Executive Summary, while you have the following documents available: • Business Plan or Executive Summary with actual or pro forma income statements 3 -5 years • Balance Sheet/Financial Statement/Cash Flow/P & L with YTD less than 90 days old (if applicable) • Copy of Appraisal or other valuation (if available) • Expanded Resumes of all principals • Line Item Detailed Use of Funds for short-term and long-term projections • Exit strategy and ROI/IRR • Financial statement-Personal We at Venture Capital Cash will need principal(s) to show proof of funds to cover any third party fee’s that potentially may be required by the lender proof of funds invested to date in the project (if applicable), ability to pay for third party expenses which includes a site visit along with legal and due diligence. Venture Capital Cash requires a consultancy agreement with a fixed success fee, no upfront fees. Once we have an interested funding source looking at your project our agreement needs to become exclusive: we will be your only partner arranging for funding. You can contact us at by phone at 312-550-3753 or email [email protected] or www.venturecapital.cash If your project looks viable and worthwhile to any funding source we will contact you back immediately.
Views: 51 Venture Capital Cash
Hot News - Hot News - Sothebys price 400 million of senior notes due in 2025 Hot News - Hot News - Sothebys price 400 million of senior notes due in 2025 NEW YORK, Dec. 07, 2017 — Sotheby’s NYSEBID today announced the pricing of $ 400 million of its senior unsecured notes due 2025 through an offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended the “Securities Act” and to nonU.S. persons under Regulation S under the Securities Act. The closing of the offering is expected to occur on or about December 12, 2017. The notes will be sold to investors at a price of 100% of the principal amount th... Source: http://c.newsnow.co.uk/A/2/914379978?-1938:2386:3 © Hot News THANK YOU for your watching SUBSCRIBE my channel for more videos: http://xuri.co/4ZNaIu ─────────────────── ▼ DISCLAIMER : ➤ If you have problems about copyright or label, please contact me via email or YT inbox. Thank you :) ➤ If you wanna use my uploads in your videos/streams, please give a link back to my original video, thats all ;) #LatestNews #News #WorldNews #SportsNews #TopNews #NewsToday #TodayNews #Breaking #BreakingNews #BreakingNewsToday #BreakingNewsLatestNews #LatestNews #LatestNewsToday #CNNNews #CNNBreakingNews #LocalNewsToday #HeadlineNews #RecentNews #UpdateNews #LastNews #Trump #TrumpNews #DonaldTrumpNews #News24h
Views: 0 Hot News
IBC World News: Quick Heal IPO opens on Feb 8 with price band of Rs 311- Rs 321 • Fresh issue of Rs 2,500 million • Offer for Sale of upto 6,269,558 shares by promoters and PE investor • The minimum Bid lot is 45 equity shares and in multiples of 45 equity shares thereafter • Issue opening date - 8th February, 2016 and closing date - 10th February, 2016 Bengaluru, February 04, 2016: Quick Heal Technologies Limited will hit the capital markets with its IPO on February 08, 2016 with a price band of Rs. 311 to Rs. 321 per equity share of face value of Rs. 10 each. The IPO consists of a fresh issue of Rs 2,500 million by the Company and an offer for sale of upto 6,269,558 equity shares by promoters Kailash Sahebrao Katkar and Sanjay Sahebrao Katkar, apart from Sequoia Capital India Investment Holdings III and Sequoia Capital India Investments III. The Issue is being made through the Book Building Process wherein 50% of the offer will be allocated on a proportionate basis to Qualified Institutional Buyers (QIB’s), provided that the Company and the Selling Shareholders, in consultation with the BRLMs, may allocate up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price. Further, not less than 15% of the Net Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Equity Shares aggregating up to Rs. 50 million shall be made available for allocation on a proportionate basis to the Eligible Employees Bidding in the Employee Reservation Portion, subject to valid Bids being received at or above the Offer Price. All Investors (except Anchor Investors) shall participate in this Offer only through the ASBA process. ICICI Securities Limited, Jefferies India Private Limited, and J. P. Morgan India Private Limited are the Book Running Lead Managers while Link Intime India Private Limited is the registrar. The offer would constitute [●]% of the Company’s post-issue paid-up equity share capital and the net offer would constitute [●] % of its post-issue paid-up equity share capital. Quick Heal’s equity shares are proposed to be listed on the BSE and the NSE. Disclaimer: "QUICK HEAL TECHNOLOGIES LIMITED is proposing, subject to receipt of requisite approvals, market conditions and other considerations, an initial public offering of its equity shares and has filed a red herring prospectus dated January 29, 2016 ("RHP") with the Registrar of Companies, Pune, Maharashtra. The RHP is available on the website of SEBI at www.sebi.gov.in and the websites of the Book Running Lead Managers at www.icicisecurities.com, www.jefferies.com and www.jpmorgan.com. Any potential investor should note that investment in Equity Shares involves a high degree of risk. For details, potential investors should refer to the section titled “Risk Factors” in the RHP. Investors should not refer to the DRHP for making any investment decision." US LAW DISCLAIMER: THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE UNITED STATES. ANY OFFERING TO BE MADE WILL BE MADE BY A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER AND THE SELLING SHAREHOLDERS AND WILL CONTAIN DETAIL INFORMATION ABOUT THE COMPANY , MANAGEMENT AND FINANCIAL STATEMENTS. THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE U.S. STATE SECURITIES LAWS. ACCORDINGLY, THE EQUITY SHARES ARE BEING OFFERED AND SOLD (I) WITHIN THE UNITED STATES TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED INSTITUTIONAL INVESTORS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE LAWS OF THE JURISDICTIONS WHERE SUCH OFFERS AND SALES OCCUR. ► Subscribe to IBC World News: https://youtube.com/ibcworldnewscom ► Circle us on G+: https://plus.google.com/+ibcworldnewscom ► Like us on Facebook:https://www.facebook.com/ibcworldnews ► Follow us on Twitter: https://twitter.com/ibcworldnews ► Follow us on Pinterest: https://www.pinterest.com/ibcworldnews
Views: 169 IBC World News
Tempat : Merchantile Athletic Club, Jakarta Gedung WTC lantai 18, Jl. Jend. Sudirman Kav. 29 – 31 Latar Belakang Training ini didesain secara khusus untuk memberikan pemahaman komprehensif tentang metode penyusunan kontrak-kontrak bisnis di Indonesia. Training ini akan mengupas tuntas bagaimana aspek hukum perjanjian, teori, praktek dan teknik penyusunan perjanjian disertai dengan contoh-contoh bentuk perjanjian berdasarkan praktek terbaik (best practice). Training juga akan fokus pada bagaimana melakukan negosiasi agar kontrak bisnis yang disusun sesuai dengan yang kita kehendaki. Keahlian dalam melakukan negosiasi kontrak adalah faktor yang sangat mendukung keberhasilan suatu proses transaksi bisnis yang dituangkan dalam kontrak. Materi Training 1. Aspek Hukum Perjanjian dalam Pembuatan Kontrak - Syarat sahnya Perjanjian - Syarat Subjektif dan Objektif - Asas kebebasan berkontrak - Hapusnya perikatan dalam kontrak - Pengertian dasar kontrak dan definisi kontrak 2. Tahapan pembuatan kontrak - Persiapan penyusunan Kontrak - Pre contractual issue - Legalitas Para Pihak - Jenis kontrak - Format kontrak - Dokumen pendukung pembuatan kontrak 3. Teknik Penulisan Kontrak - Penentuan Anatomi Kontrak - Bahasa dalam pembuatan kontrak - Pemahaman terhadap klausul – klausul tertentu dalam kontrak - Klausul Boilerplate - Case study/Simulasi penyusunan kontrak 4. Teknik Negosiasi Kontrak - Tahapan-tahapan dalam proses negosiasi - Persiapan yang harus dilakukan sebelum negosiasi kontrak - Teknik dan strategi dalam perundingan negosiasi - Praktek merumuskan hasil negosiasi ke dalam klausul kontrak - Simulasi negosiasi Trainer Prof. Hikmahanto Juwana, S.H., LL.M* Mendapatkan gelar dari Fakultas Hukum Universitas Indonesia pada tahun 1987 dan berhasil meraih gelar LL.M dan Ph.d berturut – turut dari Keio University, Jepang dan University of Nottingham, Inggris. Pada usianya yang relative muda beliau telah memperoleh jabatan sebagai Guru Besar dibidang Hukum Internasional Fakultas Hukum Universitas Indonesia dan dikukuhkan menjadi Profesor diusia 36 tahun. Beliau adalah Profesor termuda di FHUI. Kini beliau aktif sebagai tenaga pengajar, ahli dalam bidang hukum ekonomi dan internasional diberbagai institusi baik Universitas maupun pemerintahan serta swasta dalam bidang hukum ekonomi dan hukum internasional. Pramudya A Oktavinanda, S.H., LL.M. Senior Associate di salah satu Firma hukum terbesar di Indonesia dengan pengalaman kerja lebih dari 10 tahun menangani pekerjaan di bidang hukum korporasi dan pasar modal yang meliputi: penawaran umum efek ekuitas dan hutang (baik lokal maupun internasional berdasarkan Rule 144A atau Regulation S dari US Securities Act of 1933), transaksi afiliasi dan benturan kepentingan, penawaran tender, Merger dan Akuisisi perusahaan terbuka, Restrukturisasi Korporasi, finansial dan hutang, divestasi aset atau unit usaha, pembiayaan (konvensional maupun syariah), serta kontrak pengadaan/konstruksi. Pramudya berspesialisasi dalam industri telekomunikasi, penyiaran, perbankan, energi, dan infrastruktur, serta dalam pekerjaan-pekerjaan terkait Badan Usaha Milik Negara. Indra Kusuma, S.H., LL.M Mendapatkan gelar S.H pada tahun 1996 dari Fakultas Hukum Universitas Indonesia dan berhasil mendapatkan gelar LL.M dalam bidang European Law (business) dan International Business Law berturut-turut dari Universiteit Van Amsterdam, the Netherlands dan Vrije Universiteit, Amsterdam, the Netherlands pada tahun 2000. Praktisi hukum dan telah memiliki pengalaman selama lebih dari 15 tahun dalam bidang hukum dan perbankan serta keuangan terutama dalam bidang Loan trade finance, derivatives,dan operasional umum perbankan. Beliau mendapatkan pengalaman cukup besar dalam menangani permasalahan hukum perbankan dan keuangan karena sejak tahun 1996 telah bergabung sebagai Legal Counsel pada beberapa Bank baik lokal maupun asing diantaranya adalah Bank Niaga, ABN AMRO Bank, RBS Bank dan saat ini adalah partner pada boutique law firm yang khusus menangani kasus perbankan yaitu NARTOJO & CO Law Firm sejak tahun 2009. Beliau juga aktif memberikan seminar, training dan workshop dibidang hukum dan korporasi *Diundang dan dalam tahap konfirmasi Peserta Contract Specialist, Compliance Manager, Legal Manager, Corporate Secretary, konsultan hukum dll Investasi 4.000.000/orang Investasi workshop termasuk CD Module, Sertifikat, Makan Siang, 2 kali Coffee Break dan tempat pelatihan. 50% diskon untuk peserta ke – 5 dari perusahaan/institusi yang sama Hubungi : http://bit.ly/CDN_Lexmundus
Views: 92 Agung hoho
Latest News 360 - Latest News 360 - Sothebys price 400 million of senior notes due in 2025 Latest News 360 - Latest News 360 - Sothebys price 400 million of senior notes due in 2025 NEW YORK, Dec. 07, 2017 — Sotheby’s NYSEBID today announced the pricing of $ 400 million of its senior unsecured notes due 2025 through an offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended the “Securities Act” and to nonU.S. persons under Regulation S under the Securities Act. The closing of the offering is expected to occur on or about December 12, 2017. The notes will be sold to investors at a price of 100% of the principal amount th... Source: http://c.newsnow.co.uk/A/2/914379978?-1938:2386:0 © Latest News 360 THANK YOU for your watching SUBSCRIBE my channel for more videos: http://xuri.co/FuAcu9Gj ─────────────────── ▼ DISCLAIMER : ➤ If you have problems about copyright or label, please contact me via email or YT inbox. Thank you :) ➤ If you wanna use my uploads in your videos/streams, please give a link back to my original video, thats all ;) #LatestNews #News #WorldNews #SportsNews #TopNews #NewsToday #TodayNews #Breaking #BreakingNews #BreakingNewsToday #BreakingNewsLatestNews #LatestNews #LatestNewsToday #CNNNews #CNNBreakingNews #LocalNewsToday #HeadlineNews #RecentNews #UpdateNews #LastNews #Trump #TrumpNews #DonaldTrumpNews #News24h
Views: 0 Latest News 360
http://princetoncorporatesolutions.com/downloadbook.php Private Offering Exemption, Placement Agents Private Equity, Taking Your Company Public and much more in this Free downloadable eBook from Princeton Corporate Solutions
Views: 39 photosandgeothermal
https://www.tradetemplum.com/ Digital Assets Report: Weekly Blockchain & Cryptocurrency Series. Recorded Live at the New York Stock Exchange. SCN Corporate Connect's Jane Kings sits down with Vincent Molinari - CEO of Templum Markets LLC and Special Guest J. Todd Morley, Founder, G2 Investment Group. Established by a group of veteran executives, technologists, and entrepreneurs, Y2X specializes in regulated token issuances and innovative capital raising mechanisms. Y2X maintains stakes in companies it helps finance and utilizes its network of expert advisors to help those companies grow. Y2X APPROACH Y2X Continuing Support: Y2X selects its partners carefully and maintains equity stakes in the companies it works with. We provide ongoing support through management and advisors, and serve on the boards and advisory boards of portfolio companies. Valuable Network: Y2X develops opportunities for shareholders to participate in financing rounds conducted by the company and its partners, including venture rounds and co-investments. Managed Regulatory Risk: Y2X ensures full compliance with AML/KYC, accredited investor, and other regulations pertaining to securities issuance and trading in the U.S. and elsewhere. Global Reach: Y2X can access investors globally in the traditional investment arena as well as in cryptocurrency. Our tokens will be marketed to investors globally, as permitted by local regulation. Liquid Secondary Markets: Y2X is working with partners to develop secondary markets for its tokens in the U.S and other key venues to ensure liquidity in its tokens once trading is permitted. Mr. Molinari is a nationally recognized Thought Leader in the investment industry and is an active Global Speaker on Market Infrastructure, Capital Formation, Impact Investing, and The JOBS Act. He has also served as the Correspondent for Impact Investing for Clear Channel. He has been invited to testify before the U.S. House of Representatives Committee on Financial Services, Subcommittee on Capital Markets, and Government Sponsored Enterprises. Mr. Molinari has also testified before The Securities and Exchange Commission's Advisory Committee on Small and Emerging Companies regarding secondary market liquidity. He has participated in authoring 16 Comment Letters to the SEC, Proposals for Rule Changes, and Amendments to Securities Laws. Vince also led authorship of a Patent for Systems and Methods for Trading, Clearing and Settling Securities Transactions Using Blockchain Technology. In addition, he consults with members of Congress and Senate on these issues. He believes new market infrastructure brings transparency, efficiency, and liquidity to the unstructured global alternative asset markets. His vision is based on the core beliefs that "actionable knowledge" drives investments and that technology can close the gap between traditional and emerging alternative markets. Vince believes opening the private market for investment can spearhead economic growth and job creation. The company's initiatives in Impact Investing reflect a commitment to bringing positive change through financial innovation and access to capital. He has established and operated innovative Alternative Trading Systems (ATS) and Quotation Bureau for 144A and Private Securities. He also helped to create taxonomies and unique identifiers for the clearance, settlement and depository for these unregistered securities. Additionally, he formed and operated a Qualified Matching Service (QMS) for LPs pursuant to a Private Letter Ruling from the US Department of Treasury. Templum was established by a group of principals with extensive experience in both the blockchain space and the securities industry, helping shape the innovative technology into a viable and scalable industry. They have leveraged their background to develop a model for the sale of digital assets as securities and to bring a new form of capital formation to market, the Tokenized Asset Offering (ICOs as securities). About Liquid M Capital / Templum Markets Liquid M Capital is a registered broker-dealer and the operator of an Alternative Trading System (ATS) that brings together blockchain technology and facilitates the secondary trading of tokenized assets.
Views: 18891 BGN - Blockchain Global News
HDFC set the tone as the first Indian corporate to list a masala bond on the London Stock exchange in 2016 but according to Nikhil Rathi, CEO of the London Stock Exchange, there's a growing opportunity for masala bonds to meet India Inc's capital needs. NDTV is one of the leaders in the production and broadcasting of un-biased and comprehensive news and entertainment programmes in India and abroad. NDTV delivers reliable information across all platforms: TV, Internet and Mobile. Subscribe for more videos: https://www.youtube.com/user/ndtv?sub_confirmation=1 Like us on Facebook: https://www.facebook.com/ndtv Follow us on Twitter: https://twitter.com/ndtv Download the NDTV Apps: http://www.ndtv.com/page/apps Watch more videos: http://profit.ndtv.com/videos?yt
Views: 324 NDTV
A qualified institutional buyer (QIB), in United States law and finance, is a purchaser of securities that is deemed financially sophisticated and is legally recognized by securities market regulators to need less protection from issuers than most public investors. Typically, the qualifications for this designation are based on an investor's total assets under management and specific legal conditions in the country where the fund is located. Rule 144A requires an institution to manage at least $100 million in securities from issuers not affiliated with the institution to be considered a QIB. If the institution is a bank or savings and loans thrift they must have a net worth of at least $25 million. If the institution is a registered dealer acting for its own account it must in the aggregate own and invest on a discretionary basis at least $10 million of securities of issuers not affiliated with the dealer. Certain private placements of stocks and bonds are made available only to qualified institutional buyers to limit regulatory restrictions and public filing requirements. https://en.wikipedia.org/wiki/Qualified_institutional_buyer Please support this channel and help me upload more videos. Become one of my Patreons at https://www.patreon.com/user?u=3823907
Views: 147 WikiTubia
Hot News - Hot News - Sothebys price 400 million of senior notes due in 2025 Hot News - Hot News - Sothebys price 400 million of senior notes due in 2025 NEW YORK, Dec. 07, 2017 — Sotheby’s NYSEBID today announced the pricing of $ 400 million of its senior unsecured notes due 2025 through an offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended the “Securities Act” and to nonU.S. persons under Regulation S under the Securities Act. The closing of the offering is expected to occur on or about December 12, 2017. The notes will be sold to investors at a price of 100% of the principal amount th... Source: http://c.newsnow.co.uk/A/2/914379978?-1938:2386:0 © Hot News THANK YOU for your watching SUBSCRIBE my channel for more videos: http://xuri.co/4ZNaIu ─────────────────── ▼ DISCLAIMER : ➤ If you have problems about copyright or label, please contact me via email or YT inbox. Thank you :) ➤ If you wanna use my uploads in your videos/streams, please give a link back to my original video, thats all ;) #LatestNews #News #WorldNews #SportsNews #TopNews #NewsToday #TodayNews #Breaking #BreakingNews #BreakingNewsToday #BreakingNewsLatestNews #LatestNews #LatestNewsToday #CNNNews #CNNBreakingNews #LocalNewsToday #HeadlineNews #RecentNews #UpdateNews #LastNews #Trump #TrumpNews #DonaldTrumpNews #News24h
Views: 0 Hot News
Chairman Schapiro's remarks at an Open Meeting at which the SEC considered a recommendation that to approve for public comment, proposed rules that would fundamentally revise the regulatory regime for asset-backed securities.
Views: 495 U.S. Securities and Exchange Commission
DTC Eligibility, DTC Chills and Global Locks for OTC Markets Companies- In the first Lawcast in this series I discussed generally what the DTC is and the basic eligibility requirements. Today I will discuss “chills” and “global locks.” Many OTC Issuers have faced a “DTC chill” without understanding what it is, let alone how to correct the problem. A DTC chill is the suspension of certain DTC services with respect to a company’s securities. Those services can be book entry clearing and settlement services, deposit services or withdrawal services. A chill can pertain to one or all of these services. In the case of a chill on all services, it is called a “Global Lock.” From the DTC’s perspective, a chill does not change the eligibility status of a company’s securities, just what services the DTC will offer for those securities. For example, the DTC can refuse to allow further securities to be deposited into the DTC system or can refuse to allow the book entry trading and settlement of those securities. Although I’m sure it’s unintentional, the term “chill” speaks volumes as to the reality of the effects of a DTC chill. A DTC chill results in a chilling of trading in a security, a chilling of any financing transactions, and a chilling of potential reverse or forward acquisitions or mergers. As a result of a complex layer of laws involving many issues including privity between a public company and DTC and considerations related to governmental and quasi-governmental regulatory organizations, for many years DTC refused to have any direct dealings with companies even though the imposition of a chill or global lock had a significant direct impact on such company. On March 15, 2012 the SEC issued an administrative opinion stating that a company is entitled to due process and fair proceedings by DTC as a result of a DTC chill placed on that company’s securities. The SEC held that a company is entitled to advance notice and opportunity to address or cure an issue prior to the imposition of a chill, provided, that DTC could still impose a chill without notice in an emergency situation such as where there is clear ineligibility and a continuous violation in process. Immediately following the SEC ruling, DTC began changing its process and procedures for dealing with companies. Twice DTC published proposed rules and then withdrew them and in practice, its procedures for dealing with chills evolved fairly constantly over a period of a couple of years, with each evolution making the process more efficient and standardized for companies and legal practitioners assisting clients in resolving chills and locks such as my firm. To simplify a complicated issue – at the end of the day, a DTC chill is resolved by a legal opinion letter confirming the free tradeability of shares in the DTC system and the existence of freely tradeable shares held by shareholders that are, or will become, eligible to be deposited into the DTC system. To prepare such a letter an attorney must review the underlying paperwork and legal basis for prior deposits into the DTC system and confirm the continued eligibility of the company’s shareholders to rely on Rule 144. So, for example, if the company is a shell, or a former shell that is delinquent in its SEC reporting requirements, its shareholders would not be able to rely on Rule 144 and continued DTC eligibility would be problematic. In the next Lawcast in this series, I will drill down further into the basis for imposing chills and locks and process for removing them, if indeed, the company qualifies for such removal. I’m securities attorney Laura Anthony, Founding Partner of Legal and Compliance, LLC. Should you have any questions about today’s topic visit SecuritiesLawBlog.com and LawCast.com, or contact me directly. Inquiries of a technical nature are always encouraged. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
Views: 628 Anthony L.G., PLLC A Corporate Law Firm
Detail about section 144 Code of criminal procedure (CRPC), what general people can do in section 144. Kya kare agar Dhara 144 Dand prakiraeya sanhita aap ke area me lagi ho to. All detail present in both hindi and english & for more detail visit our blog site : http://law4i.blogspot.in/
Views: 22009 Shraddha Singh
Dear All #SAFESHOP INDIA associates, TOP SUCCESS BOOK STORE- ( Buy Book Online in Best Prices) 1- YOU CAN WIN (ENGLISH) - http://amzn.to/2yqTglI 2- YOU CAN WIN ( HINDI) - http://amzn.to/2gfSMGV 3- Judo Jodo Jeeto - http://amzn.to/2ggIOVG 4- Sawal hi Jawab Hain- http://amzn.to/2yrlrko 5- Why India Is Best For Network Marketing (English) by Dr Ujjwal Patani- http://amzn.to/2gohmZN 6- Business School (Hindi) - http://amzn.to/2geU6tv 7- Lakshya (Goals) (Hindi) - http://amzn.to/2geUicd 8- Goals (English) - http://amzn.to/2gg5iGo 9- Apke Avchetan Man Ki Shakti (The Power of your Subconscious Mind) (Hindi) - http://amzn.to/2xM4VOZ 10- Rahasya (The Secret) (Hindi) - http://amzn.to/2gf7nlD 11-The Secret (English) - http://amzn.to/2gfKv5C you can follow us on - http://www.facebook.com/sss.safeshop/ http://www.instagram.com/sss.safeshop/ http://www.safeshopvideos.blogspot.com http://www.youtube.com/c/safeshopindiasss http://www.Twitter.com/safeshopindia #safeshopindia #networkmarketing -~-~~-~~~-~~-~- Please watch: "Safe Shop : The Attitude 🔥 || एक नजरियाँ || BATA Success Story || 2 Minute Play 🔥🔥🔥" https://www.youtube.com/watch?v=9fQMI2nkJmg -~-~~-~~~-~~-~-
Views: 207193 SAFE SHOP INDIA
Congratulations again on being selected to enter into a joint venture partnership agreement with the National Technical Information Services (NTIS) for delivering data services to meet Federal agencies’ data priorities. We look forward to working with you. During this webcast we will be providing an informational overview about the JVP Process and your roles and we plan to make the session interactive. This meeting is an excellent opportunity to meet key Senior Leadership at NTIS and Department of Commerce and get a deeper understanding of the Joint Venture Partnership and next steps. Speakers include Deputy Secretary of Commerce Bruce Andrews, NTIS Director Avi Bender, and NIST Chief Counsel Henry Wixon. For more info, please visit www.ntis.gov
Views: 415 U.S. Department of Commerce
NASDAQ Listing Requirements and Disclosures- NASDAQ has several listing applications depending on the circumstances of the listing sought. There are twelve different listing applications varying from an application where there has been a change of control, to switching from another exchange or other U.S. market such as the OTC Markets, to spin-offs and of course an IPO. Each listing application is approximately 7 pages in length and requests detailed basic information about the company such as address, contact and billing information, securities attorney and auditor information, transfer agent and officers and directors and information on the specific securities being listed including type, par value and cusip number. A NASDAQ application also requires disclosure and back up documents of inquiries, investigations, lawsuits, litigation, arbitrations, hearings and other legal and administrative proceedings involving the company, its officers or directors or ten percent (10%) or greater shareholders. Related to the company, the application requires disclosure of any proceedings in the prior 10 years (i) that were initiated by any regulatory civil or criminal agency; (ii) which are material to the company and were asserted under state or federal securities, banking, insurance, tax or bankruptcy laws; or (iii) which are material to the company and allege fraud, deceit or misrepresentation... Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast
Views: 129 Anthony L.G., PLLC A Corporate Law Firm
This is an audio version of the Wikipedia Article: https://en.wikipedia.org/wiki/Private_investment_in_public_equity 00:00:34 1 PIPE market 00:03:29 2 PIPEs and mergers and acquisitions 00:04:02 3 Regulation 00:04:54 4 See also Listening is a more natural way of learning, when compared to reading. Written language only began at around 3200 BC, but spoken language has existed long ago. Learning by listening is a great way to: - increases imagination and understanding - improves your listening skills - improves your own spoken accent - learn while on the move - reduce eye strain Now learn the vast amount of general knowledge available on Wikipedia through audio (audio article). You could even learn subconsciously by playing the audio while you are sleeping! If you are planning to listen a lot, you could try using a bone conduction headphone, or a standard speaker instead of an earphone. Listen on Google Assistant through Extra Audio: https://assistant.google.com/services/invoke/uid/0000001a130b3f91 Other Wikipedia audio articles at: https://www.youtube.com/results?search_query=wikipedia+tts Upload your own Wikipedia articles through: https://github.com/nodef/wikipedia-tts Speaking Rate: 0.9547286457565229 Voice name: en-US-Wavenet-B "I cannot teach anybody anything, I can only make them think." - Socrates SUMMARY ======= A private investment in public equity, often called a PIPE deal, involves the selling of publicly traded common shares or some form of preferred stock or convertible security to private investors. It is an allocation of shares in a public company not through a public offering in a stock exchange. PIPE deals are part of the primary market. In the U.S., a PIPE offering may be registered with the Securities and Exchange Commission on a registration statement or may be completed as an unregistered private placement.
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