In fact, Rule 144 does not mention restrictive legends or their removal from restricted securities. Restrictive legends are recommended by the SEC in Regulation D as one means or device to assure that a private offering by an issuing company does not become a public offering that should have been registered: Rule 502(d)(3) reads: “(3) Placement of a legend on the certificate or other document that evidences the securities stating that the securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the securities.” The restrictive legend also serves the purpose of notifying the purchaser that the securities may not be immediately resold without satisfying the registration or exemption requirements of the Securities Act – a component of full and fair disclosure in the sale by the issuing company. It is the view of Rule144Solution.com that once the holder of restricted stock has met the minimum threshold required to resell the restricted securities into the public securities market, as set forth in Rule 144, the issuing company will have satisfied its obligation to prevent its private placement from becoming a public offer and voiding its claim to an exemption from registration and the issuing company should no further legal interest in whether or not a legend is maintained with respect to a restricted security. As previously noted, Rule 144 is a transactional safe harbor that must be satisfied by a seller of restricted securities into the public securities market without regard to whether or not the stock certificate has a restrictive legend. The opinions of Rule144Solution.com describe these continuing obligations for Rule 144 compliance once the restrictive legend is removed from the subject securities.
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