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What is restricted stock?

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...

What are Blue sky laws?

In addition to federal securities laws, every state has its own securities laws, commonly known as Blue sky laws that are designed to protect investors from fraudulent and overly speculative investments. While these laws vary from state to state but they are modeled after Uniform Securities Act of 1956 which provides guidance for the states in making their own securities legislation. Most state laws require from companies that offers securities to register the offering before they can be sold unless there is exemption. Each state has the regulatory agency that administers its blue sky law and most of them ensure private cause of action for private investors harmed by securities fraud. Issuers of securities must reveal terms of the offering where they fully and fairly disclose all material facts related to the offering. Because they differ among states it means that each jurisdiction can have different filing requirements.State law also cover merit review that regu...

OTCQB -what you need to know

OTC Market Group is American financial market with headquarters in New York City that provides price and liquidity information for almost 10,000 over-the-counter securities. Stating that they recognize that companies come in different shapes, sizes and stages of development so one standard is not suitable for all OTC Market Group has three different market tiers: OTCQX, OTCQB and Pink. Each tier have different standards, reporting requirements and level of disclosure. Pink market tier is considered the lowest because it doesn't have financial standards or reporting requirement. Stock in Pink tier are not required to be registered with the SEC. Companies have the opportunity to upgrade their status to OTCQB market if they met certain requirements, giving investors most current information possible while reducing the trading limits and restrictions companies may face on the Pink Market. OTCQB Venture Market, middle tier in OTC Market Group, is for early-stage developing ...

Rule 144 - sale of unregistered securities

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...

Make your company current again

The Pink Open Market as a part of OTC Markets Group provides platform for trading wide range of equities, which include penny stocks, shell companies, foreign issuers with limited information and companies not willing or able to provide information to investors. Since there is limited information available and limited regulatory oversight Pink market is considered to be of high risk.  Depending on level of disclosure companies are divided in three tiers as current information, limited information or no information. To qualify as a current information company have to make disclosure  available, in accordance with one of the following reporting standards: SEC reporting standard, U.S. reporting standard, international or alternative reporting standard. In the first two cases company has to be in compliance with SEC and Bank Regulator reporting requirements. Companies trading on Qualified Foreign Exchange  use international reporting standard. Other companies m...