3. Verification of the disclosure of significant shareholders in the prospectus and other offering documents: the prospectus will include the disclosure of 5% + of shareholders and all selling shareholders. 2. Given the impact of the SEC`s designation as an underwriter: if the significant shareholder will be a selling shareholder, the SEC may request that the prospectus contain a statement clarifying that “the selling shareholder may be considered a sub-author”. According to them, if they are a controlling person, they already have a control responsibility under the Securities Act and a shareholder responsibility under the Securities Act. In other words, if they already have these commitments, whether they are considered non-authors, the inclusion of this language significantly modifies their risk of liability. This selling shareholder has full authority to enter into a custody agreement (“custody agreement”) with [________ as custodian (the depositary); In accordance with Custody`s agreement, that selling shareholder retained with the custodian bank, for delivery under that agreement, securities credits representing the securities to be sold by that shareholder. 6. Familiarize yourself with the corporate governance policies and structures envisaged after the IPO: confirm that these policies and structures are consistent with any agreement on investor rights, that the significant shareholder is a party. This often depends on how long the shareholder has held the securities and the role played by the selling shareholder in the offer (i.e. whether the selling shareholder, in a typical underwriter role, helps to market the securities). Stapley as such, sell the shareholder`s attorney (together the “lawyers in fact”), an irrevocable shareholder choice (the “Election for Sale”) and a custody agreement (“Custody Agreement”) with the Registrar and the Transfer Company as the custodian (the “Custodian”) and to honor the selling shareholder`s obligations under such agreements.
Wilson as counsel (the “Effective Lawyers”) and the Custody Agreement in the form of Investment F (the “Custody Agreement”), which Baker, Donelson, Bearman, Caldwell & Berkowitz P.C appoints as the custodian (the “Custodian”) and that the securities that will be sold by such selling shareholder under this Agreement will be sold, transferred and delivered. • “control” of securities: note that a related entity of an issuer may not be able to freely trade its shares even after the IPO and would be required to comply with the trading restrictions of Rule 144, even if the shares are purchased on the public market. • Section 16 Matching: Section 16 provides prohibitions for certain share transactions by more than 10% of beneficial owners. “As a busy in-house practitioner, I rarely have time to participate in formal seminars and conferences. This is why I find the press releases of the various law firms invaluable in keeping me informed of the evolution of the law and recent jurisprudence. .