Securities Law Services
I assist qualified shareholders who need Rule 144 or Section 4(a)(1) opinion letters to remove restrictive legends from restricted stock in preparation for resale in the public market. I also represent issuing companies that require adequacy of public information opinion letters for filings with OTC Markets. In addition, I serve as local Florida defense counsel for stock transfer agents involved in litigation.
I assist qualified shareholders who need Rule 144 or Rule 4(a)(1) opinion letters to remove restrictive legends from restricted stock in preparation for resale in the public market. I also represent issuing companies that require adequacy of public information opinion letters for filings with OTC Markets. In addition, I serve as local Florida defense counsel for stock transfer agents involved in litigation.
Who Typically Qualifies?
Most matters involve stock that meets the following conditions:
- The issuing company is not a shell company, is subject to the Securities Act, and is current with SEC reporting
- The shareholder is not an affiliate of the issuing company
- The shareholder who has had restricted stock for at least six (6) months.
If the stock has been held for one year or more, a different exemption or subsection may apply. If the shareholder is an affiliate, certain additional rules and requirements may apply following a complete review of all applicable documentation.”
Turnaround Time
Opinion letters are typically completed within three to five business days.
Turnaround may vary depending on:
How quickly required documents are provided.
The number of transactions involved.
Whether the information submitted is complete and consistent.
The reporting status of the issuing company.
Who Typically Qualifies?
Most matters involve stock that meets the following conditions:
- The issuing company is not a shell company, is subject to the Securities Act, and is current with SEC reporting
- The shareholder is not an affiliate of the issuing company
- The shareholder who has had restricted stock for at least six (6) months.
If the stock has been held for one year or more, a different exemption or subsection may apply. If the shareholder is an affiliate, certain additional rules and requirements may apply following a complete review of all applicable documentation.
Turnaround Time
Opinion letters are typically completed within three to five business days.
Turnaround may vary depending on:
How quickly required documents are provided.
The number of transactions involved.
Whether the information submitted is complete and consistent.
The reporting status of the issuing company.
Fees
Fees for a standard Rule 144 opinion letter generally begin at $195 (amendments), with most single-transaction letters with no assignments, conversions, or splits, priced between $295 and $395. Pricing is based on transaction complexity, documentation quality, holding period, status of the shareholder, company reporting status, and timing requirements. All fees are discussed and agreed upon in advance.
Rule 144 Overview
Rule 144 is the most commonly used exemption that permits the resale of unregistered or restricted securities in the public market. It establishes specific conditions that must be met before a sale may occur. In certain situations, Section 4(a)(1) or other exemptions may apply. I also prepare Reg-A and S-1 related opinion letters when appropriate.
Information Needed – Securities Law Matters
Clear legal guidance begins with understanding the details of your investment situation. To evaluate your securities law claim and determine your legal options, we need the following information:
- A description of the investment (stocks, bonds, private placements, cryptocurrency, real estate investments, annuities, etc.)
- The name of the broker, financial advisor, brokerage firm, or investment company involved
- The amount invested and the dates of purchase
- Account statements, trade confirmations, or subscription agreements
- Any written communications, emails, or marketing materials provided to you
- Whether you were given risk disclosures and if the investment was explained to you
- The amount of losses suffered, if any
- Whether you believe there was misrepresentation, unsuitable investment advice, excessive trading, or fraud
This information allows us to assess potential claims involving investment fraud, broker misconduct, securities misrepresentation, breach of fiduciary duty, or violations of federal and state securities laws.
Depending on the complexity of the project, an intake form may be required so we can assess the matter.