Santa Ana Business Attorneys & Lawyers

Rule 145: What is it?

Rule 145 is an SEC rule that allows companies to sell certain securities without first having to register the securities with the SEC.  This specifically refers to stocks that an investor has received because of a merger, acquisition, or reclassification.

When Registration Is Required Under Rule 145

In addition to allowing certain types of securities to go unregistered, Rule 145 also requires that the following transactions must be registered if security holders vote on such transactions:

• Reclassification of securities that will replace one security for a different one. 
• A merger, consolidation, or acquisition where the securities of one corporation or company are e

...

Updated November 2, 2020:

Establishing a business in Pennsylvania is a multi-step process. If you follow these guidelines, you will avoid fines, penalties, and other legal and tax problems down the road.

Be sure to start with a business plan and formalize your ideas. Simple research and planning can go a long way toward a successful business. Although you do not technically need a business plan, it can help you plan and develop your business in the future. It can also help you secure financing as well.

1. Choose and Reserve a Name for Your Company

   1. Search Pennsylvania's database of businesses that have already registered their names. Choose and register a name for your business with the Pennsylvania Department

...

What are Class B Shares?

Class B shares are:

• Common stocks
• Preferred stocks offering fewer advantages than Class A

Mutual funds can be divided into more than one type, and each type reveals the interest, portfolio, fees, and costs, in addition to the commission the sales representative of those stocks will receive in turn. Generally, class B shares are a kind of stock that offers a variable amount of voting shares when compared to class A.

What is the Difference Between Common and Preferred Stock?

Preferred stock is a type of security that gives people priority dividend amounts. This helps the owner's priority dividend payments and boosts the company in cases of liquidation or bankruptcy.

On the other hand,

...

What Is Right of First Offer?

Right of first offer is an agreement that when an owner is ready to sell or lease an asset, the holder of the right of first offer gets the first chance to buy or lease the property within a given time frame. Once the holder has made the offer, the seller is able to accept or refuse the offer. If the seller refuses it, he or she can move on to a third party offer.

Right of First Offer: In Depth

Most commonly, right of first offer is used in contracts within the real estate market and in the selling and buying of businesses. Typically, the stipulation is included in a tenant-landlord contract and in businesses with business partners and investors.

The most practical reason to have right of first offer is for a commercial tenant. If the owner decides to sell, it would give the tenant a chance to make an offer. If accepted, this prevents the need for th

...

Updated August 14, 2020:

What Is an Exclusivity Clause?

An exclusivity clause is part of a bigger legal document that restricts the signer from buying, selling, or promoting any goods or services from any person or company other than the issuing company associated with the contract. In other words, the company or individual works exclusively with the issuer of the contract. Many company owners who are excited and eager to get started in business may overlook the clause. It may also be included as part of another legal document or contract.

However, an agreement of this nature should be taken seriously. Make sure you understand the terms and potential risks involved before you sign. Violating an exclusivity clause can come with stiff penalties and fines. It is also very difficult to break this clause of a contract without being held responsible for the penalties listed. The clause is also referred to

...