Legal Question in Business Law in California

Equity for Cash

I am holding equity in a company that has been giving a free gift of shares to bridge lenders at $20 per. The company intends to buy back these shares in about 18 ~ 24 months through dividend generation, and the companies foundations. (foundations own at least 70% of corporations)

Is there a legal way that I can part with some of my personal shares for cash? EG. Can I make someone a benefactor of x amount of my shares for x amount of a cash loan?

PS. The corporations is established in

Antigua


Asked on 8/17/03, 12:47 am

2 Answers from Attorneys

Dieter Zacher Law Offices of Dieter Zacher

Re: Equity for Cash

First of all, we don't know anything about the laws of another country like Antigua. Typically, if you own shares in a company, you can sell them back to the company or possibly another buyer. But, this must be allowed in the bylaws. Those bylaws should specifically spell out how you can sell those shares. Read the bylaws. Good luck and thanks for inquiring.

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Answered on 8/17/03, 2:38 am
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: Equity for Cash

It sounds to me as though you are proposing to sell some of your shares to a third party, rather than back to the company (the issuer).

Whether this is legal or not may depend upon the securities laws of Antigua and of the United States and the state in which the share transfer takes place, as well as the bylaws of the corporation. Selling securities of any kind is highly regulated, both as to who may sell and what may be sold, when and where.

You have given insufficient information for me to even guess whether these securities may be sold legally. It may depend upon whether they are registered (as are stocks sold on the major exchanges), or exemp from registration (as often are the stocks of small businesses held by a few insiders) or whether the proposed buyer is one of a class (insider, institution, sophisticated investor, etc.) where certain sales are exempt.

Due to the many legal questions raised, you should bring the matter to a securities lawyer near you, or perhaps a licensed stock broker could steer you in the right direction.

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Answered on 8/17/03, 11:53 am


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