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#1 21-09-2016 10:49:46

wuming
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Registered: 21-09-2016
Posts: 1312

Maglia Suso AC Milan

Uses And Abuses Of The Section 3a 10 Exemption Brenda Hamilton
Submitted 2014-01-05 18:24:38 Section 3(a)(10) of the Securities Act of 1933 Patrice Evra France Maillots , as amended (the “Securities Act”) exempts the offer and sale of securities in certain exchange transactions from the registration statement requirements. In SEC Legal Bulletin 3A, the Securities and Exchange Commission (the “SEC”) provided guidance regarding the Section 3(a)(10) exemption and the resale status of securities issued pursuant to Section 3(a)(10).

The Section 3(a)(10) exemption is available when securities are issued in exchange for other securities, not for cash, and the fairness of the exchange is approved by a court or a governmental entity. The fairness hearing must be open to everyone to whom securities would be issued in the proposed exchange.

Abuses of Section 3(a)(10) Exchanges

Section 3(a)(10) has become common method for fraudsters to avoid filing a Form S-1 or other registration statement with the SEC. Earlier this year, the Justice Department charged Anthony Lopez, the former president and CEO of Unico Inc. (“Unico”) with one count of conspiracy to commit securities fraud and two counts of obstructing justice. According to the indictment, Unico issued approximately nine billion shares of unregistered securities in reliance upon Section 3(a)(10). The indictment alleges Lopez and Lefkowitz exploited Section 3(a)(10) which allows companies to issue unregistered shares of stock to settle “bona fide” debts. Lopez Christophe Jallet France Maillots , on behalf of Unico, would enter into purported loan agreements with various shell corporations owned by Lefkowitz. It was understood by the parties that Unico would purposefully default on the loan agreements so that Lefkowitz’s companies could initiate sham lawsuits against Unico and receive unregistered shares. Each of the lawsuits would be brought by Florida-based lawyers in a Sarasota, Florida court. Very soon after each lawsuit was filed Lopez and Lefkowitz would draft a written settlement agreement. In short, Lopez would agree to settle Unico’s purported debt by issuing unregistered shares of stock.

In recent years, the Section 3(a)(10) has become a means for illegal issuances of unrestricted securities by many reverse merger facilitators who ignore several requirements of the rule. In some instances these facilitators enter into pre-arranged transactions using sham debt obligations. Issuers using Section 3(a)(10) should exercise extreme caution when issuing unrestricted securities to ensure that the requirements of the rule are met.

Resale Status of Section 3(a)(10) Securities

Non-Shell Company Involved in 3(a)(10) Transaction

Section 3(a)(10) allows securities issued in a Rule 145(a) transaction by a non shell company to be issued as unrestricted securities that can be resold without compliance with the conditions of Rule 144 if the sellers are not affiliates of the issuer and have not been affiliates within 90 days of the date of the Section 3(a)(10)-exempt transaction. If the sellers are affiliates, they must resell their securities under Rule 144.

Shell Company Involved in 3(a)(10) Transaction

When a Rule 145(a) transaction is exempt from the registration statement requirements under Section 3(a)(10) and the issuer is a shell company then the Rule 145(c) and (d) resale limitations apply to any party to that transaction as well as their affiliates at the time such transaction is submitted for vote or consent. In these circumstances, the holders may resell their securities without registration as permitted by Rule 145(d).

In calculating the holding period for Section 3(a)(10) securities under Rule 145(d)(2)(ii) or (d)(2)(iii) Hugo Lloris France Maillots , “tacking” of the holding period of the securities exchanged for the Section 3(a)(10) securities is prohibited.

Section 3(a)(10) Requirements

Section 3(a)(10) Securities l Securities, Claims or Property Interests

Section 3(a)(10) exempts sales of securities that are “partly in such exchange and partly for cash”; however, the transactions must be predominantly exchanges of securities. The “partly for cash” language, is intended merely to permit flexibility in structuring exchanges.

Section 3(a)(10) Issuances for Attorney Fees

One area of significant abuse is the use of Section 3(a)(10) for attorneys fees. The SEC has only allowed the issuance of securities as attorneys’ fees under the Section 3(a)(10) exemption in limited circumstances where the securities amount to no more than one-third of the securities subject to a settlement.

Section 3(a)(10) and Convertible Securities

When convertible or exercisable securities are issued in a Section 3(a)(10) transaction, only the securities issued and not the underlying securities are exempt from the Securities Act registration requirements. The securities issued upon exercise or conversion are not covered by the Section 3(a)(10) exemption.

Court Approval of 3(a)(10) Exchanges

A court, including a foreign court, must approve the fairness of the terms and conditions of the exchange by finding Olivier Giroud France Maillots , after holding a hearing, that the terms and conditions are fair to those to whom securities will be issued.

In addition, the issuer must advise the court before the hearing that the issuer will rely on the Section 3(a)(10) exemption. The SEC has determined that the court have “sufficient information” to determine the value of both the securities, claims or interests to be surrendered and the securities to be issued in t.

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#3 11-02-2019 12:35:06

Johnwilliam
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Registered: 24-01-2019
Posts: 1099

Re: Maglia Suso AC Milan

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