Legal Question in Securities Law in Illinois

I sold my business under an ASSET PURCHASE AGREEMENT in which the compensation was stock only in a publicly traded company. The stock was held as restricted (never deposited) for 12 months and is being issued in pieces over a 12 month period as unrestricted freely tradeable.

However, the stock is an unregistered security in Illinois. 8 brokerages have refused to accept the shares issued into any account, and now the company is refusing to issue further shares because they do not want me to hold more than 9.99% of the outstanding shares in their company, which is not part of any agreement. I am now near broke having lost everything in this transaction.

I cannot seem to find a local attorney willing to help. What can i do?


Asked on 10/27/09, 4:37 pm

1 Answer from Attorneys
Joseph Michelotti Michelotti & Associates, Ltd.

You needed a lawyer, prior to the transaction. Now you need someone to review the agreement and see if anything can be done. You may be out of luck. As a minority shareholder your stock may be practically worthless.

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Answered on 11/08/09, 11:01 pm


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