Logan Law Firm Plc

About Logan Law Firm Plc

Logan Law Firm PLC provides many services and benefits to shareholders of restricted securities, including offshore sellers of restricted stock. Logan Law Firm assists securities brokers, stock transfer agents and microcap public companies with questions that they have about unusual situations: Important Services for Shareholders and Their Brokers/Banks • Assessment of the Availability of an Exemption to Sell the Shares. Unless restricted stock has been registered for resale in the public markets in a current, effective registration statement (such as an S-1 or S-8 registration statement), the shares can only be sold if there is an available exemption under the federal securities laws. Logan Law Firm will advise shareholders if there is an available exemption and if the public company that issued the shares meets all requirements for the shareholder to use the safe harbor under Rule 144. More details about Rule 144 are available on the Shareholder Information page. When the Rule 144 safe harbor is not available, we will advise the shareholder if there is another way to meet requirements of Section 4(a)(1). If the shareholder paid for the shares at least two (2) years ago and current public information is available for the public company, a resale of the shares may still be possible. If the holding period is less than two (2) years but the shareholder has a serious financial emergency, a resale may be possible. • Prompt Opinion Letter. If shareholder is eligible to receive a Rule 144 opinion letter, it will almost always be prepared, signed and issued by Logan Law Firm PLC within one business day of receipt of the required (a) information, (b) faxed documents and (c) payment or confirmation of payment arrangements. Opinion letters are often issued the same day that the information, documents and payment confirmation are received. • Reasonable Fees. A fee of $575.00 is charged for basic Rule 144 opinion letters. An example of an opinion that can usually be issued for this fee would be a single purchase of common stock in a private placement where the shareholder has all of the documents related to the transaction, including proof of payment, a copy of the subscription agreement signed by both the company and the shareholder, copies of the front and back of the stock certificate and other documents associated with the purchase. The service includes: - Analyzing the information and documents provided by the broker, the issuer and the issuer’s stock transfer agent regarding the circumstances of the Shareholder, - Writing the Rule 144 opinion letter. • Payment Options. The attorneys’ fees and any charges for overnight delivery of the original opinion letter are the responsibility of the shareholder. The bank or broker-dealer requesting the opinion for the shareholder is not responsible for the attorneys’ fees or delivery charges. The shareholder may pay our fee by mailing a check, by providing credit or debit card information to us over the telephone or by wire transfer of funds. Please see Payment Options for more details. • Distribution of Opinion Letter. The opinion letter will be sent to the shareholder, the broker-dealer and the issuer of the securities by e-mail and, if requested, either by first class mail or overnight delivery. After determining that all documents are in order and that the shareholder may sell the shares in compliance with the federal securities laws, the broker-dealer will then send a compliance package (the legal opinion and its attachments, the original stock certificate(s) and stock power(s), a letter of instruction regarding the actions that should be taken by the stock transfer agent, payment for the stock transfer agent’s fees and related documents) to the issuer’s stock transfer agent. • Special problems faced by owners of Regulation S securities. Regulation S is an exemption under the Securities Act of 1933. Regulation S provides a simplified process for raising capital offshore. Resales of those shares are subject to Section 4(a)(1) and Rule 144. Few offshore investors have an existing relationship with a United States securities attorney. Therefore, many owners of Regulation S securities face hurdles when they seek to sell Regulation S shares in the public markets. For example: - Finding an experienced attorney in another country. - Communicating with an attorney in the United States (where the workdays of the shareholder and the attorney may not overlap. • Logan Law Firm PLC resolves these Regulation S issues by being available to offshore banks and shareholders during their local business hours, having experience with offshore capital raises utilizing the Regulation S exemption, having experience helping shareholders, bankers and brokers who are new to the process of clearing restricted securities and having experience assisting persons whose first language is not English. Logan Law firm has issued hundreds of opinion letters for offshore shareholders. Advantages to Broker •