Hamilton & Associates Law Group, P.A. provides sophisticated legal opinions and compliance counsel for a wide range of securities transactions. In the highly regulated U.S. capital markets, legal opinions serve as essential “gatekeeper” documents that facilitate the removal of restrictive legends, the deposit of shares with brokerage firms, and the successful execution of corporate actions.
With over two decades of experience, our firm understands the intricate requirements of the SEC, FINRA, and the Depository Trust Company (DTC). We provide clear, authoritative legal opinions tailored to the specific needs of issuers, shareholders, and market participants.
Practice Areas & Key Services
Rule 144 Legal Opinions and Legend Removal
The firm provides comprehensive Rule 144 opinions to facilitate the removal of restrictive legends from stock certificates or book-entry positions. We guide shareholders and issuers through the specific conditions of the Rule 144 safe harbor, including:
Holding Period Analysis: Verification of the six-month (reporting) or twelve-month (non-reporting) holding periods.
Current Public Information: Ensuring the issuer meets the reporting requirements of the Exchange Act or the disclosure standards of Rule 15c2-11.
Affiliate Status Determinations: Analyzing control person status to determine volume limitations and manner-of-sale requirements.
Shell Company Analysis: Navigating the complex “evergreen” restrictions and “cure” requirements for companies that were previously shell companies.
Corporate Action and Attorney Letters
For companies quoted on the OTC Markets, we provide the necessary legal oversight for critical milestones:
Rule 15c2-11 Compliance: Opinions regarding the adequacy of public information for broker-dealer quotations.
Attorney Letters: Providing “Adequate Current Information” letters for the OTC Pink Current tier.
Corporate Actions: Supporting name changes, stock splits, and restructurings subject to FINRA Rule 6490.
A Strategic Approach to Compliance
The process of legend removal is not merely a formality—it is a critical compliance mechanism. A Rule 144 opinion from Hamilton & Associates is backed by a due diligence process designed to withstand scrutiny from transfer agents, clearing firms, and regulators.
We represent domestic and foreign issuers, as well as institutional and accredited investors, ensuring that every legal opinion is grounded in substantive law and practical market reality. By proactively addressing potential “red flags”—such as shell company history or affiliate trading patterns—we help our clients avoid the delays and liability risks.
Contact Us
If you need a legal opinion for legend removal, share transfer services, or exchange compliance, our experienced securities team is ready to help.
Hamilton & Associates Law Group, P.A
200 E Palmetto Park Road, Suite 103
Boca Raton, FL 33432
Phone: 561-416-8956
Email: [email protected]