• Rule 144 Opinions And Other Restricted Stock Services

Logan Law Firm PLC can help if you need a Rule 144 legal opinion or other type of opinion regarding the availability of an exemption under the federal securities laws for shares to be sold in the public markets or in a private sale.

Logan Law Firm PLC’s owner, attorney Ronald J. Logan, has Martindale-Hubbell Legal Directory’s highest rating (“AV”) for legal ability and ethical standards.

For an explanation of the process for clearing the Rule 144 legend from your shares and selling the shares in the public markets  Click here for information

We provide many types of restricted securities opinion letters and related services:

1.   We provide prompt Rule 144 opinion letters if the public company that issued the securities fully meets the requirements of Rule 144.  Rule 144 opinion letters are usually issued within one day after we receive all required information and documents.

2.  If the public company is not in compliance with Rule 144, Logan Law Firm may be able to provide a Section 4(a)(1) legal opinion  to allow a shareholder to sell the shares in the public markets.  We can often do this if payment for the shares was made more than two years ago and current public information as required by 17 CFR 240.15c2-11 is available regarding the public company.

3.   If the shareholder experiences a serious financial emergency and there are no other assets that can be liquidated to resolve the situation, we may be able to provide a Section 4(a)(1) opinion to allow the shareholder to sell in the public markets even if the holding period is less than two years.

4.  We write legal opinions regarding the availability of the Section 4(a)(7) statutory exemption or the so-called Section 4(a)(1 and 1/2) exemption when a shareholder seeks to make a private sale of restricted securities. We can also assist with the preparation of the stock purchase agreement, stock powers and written communications with the stock transfer agent. We include the information and documents that will be needed when the buyer later sells the shares in the public markets part of the transaction documents and their attachments.

5.  If you intend to make a gift of restricted stock to a charity, friend or relative or to fund a trust with restricted stock, we can assist you and your personal attorney so that the recipient of the gift or assignment will have all information and documents that will be needed for the eventual sale of the stock in the public markets.

6.  If you are a consultant or employee who has received or expects to receive restricted stock as part of your compensation, we can review and comment on the terms of your consultant or employee compensation agreement as it relates to your ability to sell the shares after the required holding period has been met.

Our fees:

  • $495.00 for a routine affiliate and non-affiliate Rule 144 opinion letter when there was a single purchase of stock in a private placement directly from the public company and all necessary documents are available. Charges for opinions when shares were issued as compensation for services to the public company, as a result of exercise of a warrant or option or when a promissory note or other security was converted to common stock will be higher. We will provide you with an estimate before you have any obligation to pay fees.
  • Fees for opinions for different types of acquisitions of stock, when the shareholder is not the original owner of the shares and when a public company has not complied with Rule 144 are quoted on a case-by-case basis.  The hourly rates of our attorneys are between $295.00 and $400.00 per hour depending on the experience level of the attorney who provides the services.  We provide an estimate of the likely cost before work begins.
  • Call us at 602-957-9320, Ext. 1 to obtain information about payment options, which include credit or debit cards, Zelle, PayPal and wire transfers. You can also pay by mailing a check to Logan Law Firm PLC, 4647 N. 32nd Street, Suite B-205, Phoenix, AZ 85018

Rule 144
SEC Form 144
Form 144 Help
Holding Periods

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