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Ask FLCORPLAWYER Your Own Question
Category: Business Law
Satisfied Customers: 4633
Experience:  23 Years business & securities law, NY and FL bars. SEC all states.
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need an opinion that spin-offs are legal, for pink sheet companies,

Customer Question

need an opinion that spin-offs are legal, for pink sheet companies, based on the following
which refers to this link

and below is copied from the second link
5/   In five situations over the last ten years, the Division has
     provided its views to a non-reporting U.S. parent that
     proposed to spin-off a non-reporting subsidiary. In these
     situations, the parent provides adequate information if, by
     the date it spins-off the securities:

                    *    the parent shareholders get an
               information statement that describes the spin-off
               and the subsidiary and that substantially complies
               with Regulation 14A or Regulation 14C;

                    *    the holders of the spun-off securities
               can only transfer the securities in specific,
               limited situations (this is to make sure that no
               public market develops in those securities before
               the subsidiary registers them under the Exchange

                    *    the information statement tells the
               holders about the transfer limits;

                    *    the spun-off securities have a legend on
               them that describes the transfer limits; and

                    *    the spun-off subsidiary's stock transfer
               books include stop transfer instructions that
               indicate the transfer limits.
Submitted: 7 years ago.
Category: Business Law
Expert:  FLCORPLAWYER replied 7 years ago.
You can't get an opinion suitable for SEC purposes over this website because it has to come directly from a licensed attorney on his letterhead addressed to the transfer agent of the company. This type of opinion requires a personal relationship with an attorney in his office. Expect to spend in the $1500 to $5000 range depending upon the complexity of the spin off and the length of your offering document.

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