Success message
Error message
The Law Offices of Alan Abergel, P.C. (“LOAA”) provides securities law legal services related to Rule 144 resales, restricted securities, affiliate sales, and legend removal.
Attorney Alan Abergel is licensed by both the State Bar of Texas and the State Bar of California.
Rule 144 under the Securities Act of 1933 provides a safe harbor for the resale of restricted securities and control securities without SEC registration, provided certain conditions are met.
Restricted securities typically arise from:
Private placement offerings
Regulation D offerings
Employee stock benefit plans
Compensation for services
Seed capital or startup investments
Control securities are securities held by affiliates of the issuer, such as:
Officers
Directors
Large shareholders (generally 10% or more ownership)
Rule 502(d)(3) requires issuers to place a restrictive legend on securities issued in unregistered offerings stating that the securities are not registered and are subject to transfer restrictions.
In practice, issuers generally retain restrictive legends until a holder seeks to transfer the securities, at which point a legal opinion is typically required to remove the legend.
Rule 144 provides an objective framework for determining when a seller of restricted or control securities is not an “underwriter” under Section 2(11) of the Securities Act of 1933.
Restricted and control securities may be resold under Rule 144 if the rule’s conditions are satisfied, including holding periods, current public information requirements, volume limitations, and manner-of-sale requirements.
In 2007, the SEC significantly amended Rule 144 to shorten holding periods and reduce restrictions, particularly for non-affiliates.
Under the amended Rule 144 framework:
Reporting Companies
6-month holding period for restricted securities
Non-affiliates may resell after six months if the issuer is current in Exchange Act reporting
Non-Reporting Companies
1-year holding period for restricted securities
Non-Affiliates
After six months (reporting issuers) or one year, many resale restrictions are removed
After one year, most Rule 144 resale restrictions are eliminated
Affiliates
Subject to ongoing volume, manner-of-sale, and filing requirements
Shell Companies
Additional requirements apply, including cessation of shell status and Exchange Act reporting history
Restricted securities include securities acquired in:
Unregistered private sales
Regulation D offerings
Employee compensation arrangements
Professional services compensation
Seed or startup capital transactions
If securities are acquired from an affiliate, they may be considered restricted even if unrestricted in the affiliate’s hands.
LOAA provides securities law services related to Rule 144, including:
Legal analysis of Rule 144 applicability
Issuance of Rule 144 legal opinions for legend removal
Advice on restricted and control securities resale compliance
Securities compliance counseling for issuers and security holders
Drafting Private Placement Memorandums (PPMs) and capital raising documentation
LOAA provides securities regulatory defense representation in:
SEC administrative proceedings and court litigation
FINRA administrative proceedings and court litigation
Texas State Securities Board administrative proceedings and court litigation
Securities enforcement and compliance investigations
LOAA provides transactional, compliance, administrative, and civil securities defense legal services.
No criminal defense services are provided.
“I engaged Alan to help me through the complexities of obtaining my Lenders License. He was very knowledgeable about the process and provided me with a high level of service. I worked quickly getting him all the information needed and he worked at my pace. He was responsive to e-mails and questions and followed up with the DFPI to make sure everything was filed correctly. I had read online that this process could take as long as 6 months however Alan completed the assignment in less than 3 I will be retaining his services in the future to ensure my company remains in compliance."
--Petroleum Realty Group Inc.
"I hired Alan to represent me as a mortgage broker before the California Department of Real Estate. I couldn't be more pleased with Alan's services from start to finish. Alan was clear and concise. Alan's communication throughout the process was professional. I received the results I hoped for. Thank you Alan. I'll definitely recommend you to ALL and use your services again in the future shall I need anything!"
-Anonymous
"Very helpful in assisting in obtaining an OCCC Texas Motor Vehicle Sales Finance License. Very knowledgeable in answering all questions the OCCC asked for on their questionnaire. Highly recommended and would re-hire for any future assistance regarding motor vehicle and finance business. God Bless!"
-Raul
