Mina Mar Group

Restricted stock or restricted securities is unregistered stock that is not fully transferable until certain conditions are met and they must be traded in compliance with SEC regulations. After the conditions are met stock is no longer restricted and it becomes transferable.  Restricted stocks are often given to employees as a compensation that typically become transferable after certain conditions are met like continued employment for a period of time before vesting or achievement in particular product-development milestones, earning per share goals or other financial targets. Restricted stock is also given to corporate insiders like directors and executives, often after merger and acquisition, underwriting and affiliate ownership  to prevent early selling of stock that could negatively affect the company. Corporate affiliates can also lose the right on stock if they leave the company, fail to meet certain performance goals or break SEC trading restriction rules. Con...

On July 10, 2013 the Securities and Exchange Commission adopted bad actor disqualification provision for Rule 506 of Regulation D under Securities Act of 1933, to implement Section 926 of Dodd-Frank Wall Street Reform and Consumer Protection Act. The disqualification and related disclosure provision appear as paragraphs (d) and (e) of Rule 506, of Regulation D. The Bad Actor rule prohibits company (the issuer) to use registration exemption if the issuer or any other associated person has been convicted of or subjected to judicial or regulatory sanctions for certain violation of U.S law. Exemption from registration under Regulation D helps thousand of businesses to raise capital worth billions of dollars. T he “Bad Actor” rule is codified as new paragraphs (d) and (e) to Rule 506.  Rule 506(d) provides that the exemptions in Rule 506(b) and Rule 506(c) are not available if the issuer or any associated person is statutorily disqualified. This includes all of the following: ...

Selling restricted or control shares is not an easy task. Securities and Exchange Commission has enforced Rule 144 that set conditions under which restricted, unregistered and control shares can be sold or resold. This type of sale is very close to interest of the issuing company so SEC demands that those type of securities be registered. Under Securities Act of 1933 all securities must either be registered with SEC or be exempt from registration requirements. Rule 144 provides exemption that allows the resale of unregistered securities in public stock market if a number of conditions are met. Even if you meet requirements transfer agents needs to remove the restrictive  legend so the sale will be possible. Investor usually acquire those types of shares through private placement or stock benefit plans offered by their employee. Restricted stock are nontransferable shares of ownership in a corporation, usually issued as a compensation, stock benefits plan, in exchange for pr...