Rule 144 & the Adequate Current Public Information Standard
Author: Securities Lawyer 101
Rule 144's Adequate Current Public Information Requirement
Rule 144(c) of the Securities Act of 1933, as amended (the "Securities Act") requires that stockholders of public companies relying upon the Rule to satisfy the adequate current public information requirement. The requirements depend upon whether the issuer is a reporting or non-reporting company.
SEC Reporting Companies l Adequate Current Public Information
If an issuer has securities registered under the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act"), has been subject
to the SEC's reporting requirements for at least 90 days prior to the time of sale and has filed all reports required by the Exchange Act during the twelve months preceding the sale or for such shorter period that the issuer was required to file reports it has complied with the adequate current public information requirement.
Non Reporting Companies l Adequate Current Public Information
If an issuer is a non-reporting company that complies with the informational requirements of Rule 15c2-11 of the Exchange Act then it has complied with the adequate current public information requirement.
Rule 15c2-11 l Adequate Current Public Information
Rule 15c2-11 requires that the broker or dealer have specified information about an issuer in its records prior to enter quote information. The SEC has expressed that the requirements of Rule 15c2-11 will be met if the issuer disseminates such specified information to its stockholders, brokers, market makers and other market participants.
Rule 15c2-11 requires the following information be disclosed:
·The exact name of the issuer and its predecessor;
·The address of its principal executive offices;
· The state of incorporation, if it is a corporation;
·The exact title and class of the security being quoted;
·The par or stated value of the security;
·The number of shares or total amount of the securities outstanding as of the end of the issuer's most recent fiscal year;
·The name and address of the transfer agent;
·The nature of the issuer's business;
·The nature of products or services offered;
·The nature and extent of the issuer's facilities;
·The name of the chief executive officer and members of the issuer's board of directors;
·The issuer's most recent balance sheet, profit and loss, and retained earnings statements;
· Similar financial information for that part of the two preceding fiscal years as the issuer or its predecessor has been in existence;
· Whether the broker or dealer or any associated person is affiliated, directly or indirectly, with the issuer; and
· Whether the quotation is being submitted or published directly or indirectly on behalf of the issuer or any director, officer or other person, who is directly or indirectly the beneficial owner of more than 10% of the outstanding units or shares of any equity security of the issuer, and, if so, the name of that person, and the basis for any exemption under the securities laws for any sales of such securities on behalf of that person.
Article Source: http://www.articlesbase.com/investing-articles/rule-144-the-adequate-current-public-information-standard-6572916.html
About the AuthorBrenda Lee Hamilton, our law firm's founder and a securities lawyer has counseled clients in legal and compliance matters involving securities and financial transactions including underwritten and direct public offerings, equity and debt offerings, corporate legal and compliance matters and restructurings, go public direct transactions and disclosures, corporate identity theft and hostile takeovers. Brenda Lee Hamilton as a securities lawyer assists clients in all aspects of the go public direct process including filing of Form S-1 and other Registration Statements, Form 211's with the Financial Industry Regulatory Authority ("FINRA") and electronic trading applications with Depository Trust Company ("DTC").In her capacity as a securities lawyer, Brenda Lee Hamilton counsels clients in stock exchange listings involving the New York Stock Exchange, American Stock Exchange, NASDAQ and the OTC Markets. She also assists clients with obtaining dual and single go public direct listings on international exchanges such as the Frankfurt, TSX Venture Exchange , Toronto and London exchanges including legal and compliance with regulatory requirements of the various Securities Commissions, including corporate governance matters, liaising with the various Securities Commissions, continuous disclosure and other filing requirements with the various Securities Commissions, prospectus preparation and filings (IPO and non-IPO), domestic and international direct public offerings, preparation and filing of stock exchange listing submissions, compliance with various stock exchange policies.
More Resources
Unable to open RSS Feed $XMLfilename with error HTTP ERROR: 404, exitingMore Investing Information:
Related Articles
Planning for Retirement
Almost without exception, people don't start planning for their retirement early enough in their lives. Young people leaving High School or College and going into their first paid position find it difficult to look or see ahead to age sixty or sixty-five.
401(k) Plans
I've been in and interested in the stock market so long (one year shy of forty years) I can remember when the mutual fund pages in my home town paper were just one page! Now it looks like there are more mutual funds then there are stocks listed on the New York stock exchange.I wonder how many billions of investor dollars are supporting these funds.
Which IRA Is Best For You?
An Ira is one of the greatest ways to save on taxes currently and accumulate money for the future.For individuals three types of IRA's will normally come under consideration.
Global Markets: A Window on the World Economy
Expectations drive the market. Every stock price is driven by what people expect the company to do.
Why You Need To Buy and Sell Gold Coins (Part 2)
How to Collect Rare CoinsFor Fun and ProfitTime has proven that collectors tend to make the most money in rare coins because they search out "undervalued coins" and buy during market lulls. Buying in today's market climate offers you superb upside profit potential.
Planning Starts with the Basics
When developing a plan for your finances, the toughest question often is: "Where do I begin?" Before investing in stocks and bonds or buying life insurance, before implementing any change or making any decisions, you first need to analyze and understand your entire financial picture. Two documents allow you to do just that.
My Way Or The Highway: Give Your Financial Professionals A Good Talking To!
All this talk about Investing is encouraging lately. Over the last few years, more people have become interested in the duty to invest there money, then ever before.
Approaches to Investing
Here is a small summary of the three major approaches to investing:1. Fundamental AnalysisTruly superior companies exist, are sometimes undervalued by markets, and can be identified by mostly financial research.
Moving Average Convergence Divergence ( MACD ) Charts
The Moving Average Convergence Divergence charts, or MACD charts for short, are a technical indicator that is derived from the more simple moving average.The MACD charts are oscillating indicators, meaning that they move above and below a centerline or zero point.
Your Worst Enemy To Successful Investing - The Media
How do you make your investment decisions and where do you get your information? If you're like most of the people I know, you look to the experts.That's fine, however it's important to be aware that for every expert, there's an opinion and for every opinion there's an expert.
How Do I Start Investing Online and What Are Some Basic Tips?
If you are new to investing online, don't put your entire life savings into an online account. Start with a smaller sum, which will be easier to handle and keep track of.
Investing in New Zealand - Learn how to Find Unique Investment Opportunities
Investing in New Zealand might be much easier than investing in other western countries, thank to the excellent infrastructure, the low taxes and the assistance of the supportive NZ government.Technological Face of New ZealandNew Zealand has a unique reputation within the global market place.
An Introduction to Offshore Investing
Once upon a time, offshore investment strategies were spoken of in hushed tones. They were conversations restricted to the plush offices of private Swiss bankers, or a dinner table topic in the expensive playgrounds of the multi-millionaires.
Mutual Fund Selection Made Simple By Indexing!
Non-indexed mutual funds try to keep it secret that actively managed mutual very funds rarely do better stock market indexes. The higher fees of the managed funds really make it hard for these funds to out compete indexed funds.
Discipline in Trading and Investing
The one thing I can think of that most affects both trading and investing has to be self-discipline.Being disciplined is fully 50% of the job of trading or of investing.
Well Managed Investing Risks Bring Rewards!
"Risk comes from not knowing what you're doing!" Warren Buffett (1930 - )We often listen to people who hesitate to invest in the stock market because they fear risk. There are older people who fear that a stock crash could leave them destitute.
June 2005: Weather Forecasts for Weather Traders
If Johannes Kepler, the renowned 17th century astronomer and discoverer of the planetary laws of motion, could speak from the heavenlies, he might have a few words of wisdom to share with the National Weather Service. Although Kepler's name is not normally associated with meteorology, he was quite the weather forecaster in his day.
Is Your Mutual Fund the Right One for You?
Mutual Funds are considered to be one of the best investments one can get hands on. They're very flexible and cost-effective.
How To Start Investing For Financial Independence, Part 1
Today, I am going to start a multi-part series about how to go from being a beginning investor to being "financially independent" in a steady and predictable way. At our website, we get tons of e-mails about how do I start, how do I start with little $'s, etc.
Trading For A Living - Part 2
In part 1 of this article I started to look at the financial implications of giving up the day job to instead start trading full time for a living. There are more than just monetary considerations as we will see later, but for now, there are some more costs to ponder.