Phelps & Andreatta, P.C.
Business Newsletter
Securities Transfer Agents
 
Transfer agents track the owners of securities. They also perform several other services for companies with registered and publicly traded securities in the course of tracking the owners of the securities. Transfer agents usually are banks or trust companies, although a company with publicly traded securities may perform transfer agent functions for its own securities. More...
 
The Quiet Period Pending Securities Registration Statement Effectiveness
 
There is a "quiet period" between the time that a company files a registration statement with the Securities and Exchange Commission for a new public securities offering and the time that the Commission declares the registration statement effective. During the quiet period, referred to as the "waiting period" also, the company and related parties are prohibited by federal securities laws from releasing information to the public that could be construed as promoting sale of the securities covered by the as yet unapproved registration statement.More...
 
Disclosure of a Corporate Opportunity
 
Generally, a corporate director breaches the duty of loyalty if she seizes a business opportunity for herself that the corporation was financially capable of undertaking or in which the corporation had a reasonable interest or expectancy. Additionally, the director's loyalty is called into question if she takes personal advantage of a business opportunity that was in line with the corporation's business. More...
 
Medallion Signature Guarantees
 
Transfer agents and issuers of securities, pursuant to the Uniform Commercial Code, may require a guarantee of the validity of the signature of the person transferring the securities in order to prevent a fraudulent transfer. The Securities and Exchange Commission has designated institutions that may issue such guarantees, and the Securities Transfer Association has developed the Medallion Signature program for those institutions to follow in guaranteeing signatures.More...
 
An Introduction to the Securities Exchange Act of 1934
 
In response to the stock market crash of 1929, Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. While the Securities Act governed the issuance of securities, the Securities Exchange Act regulated trading in the securities. More...
 
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