Private placement legend: Overview, definition, and example
What is a private placement legend?
A private placement legend is a statement placed on securities certificates to indicate that they were issued through a private placement rather than a public offering. This legend serves as a legal notice that the securities have not been registered with regulatory authorities, such as the U.S. Securities and Exchange Commission (SEC), and are subject to restrictions on resale.
For example, if a company raises funds by selling shares to a select group of investors rather than through a public stock exchange, the certificates for those shares will include a private placement legend. This warns buyers that they may not freely trade or sell the securities without meeting specific legal requirements.
Why is a private placement legend important?
A private placement legend is important because it helps prevent unregistered securities from being freely traded, ensuring compliance with securities laws. Investors who receive these securities must follow regulatory requirements, such as holding periods or resale restrictions, before selling them.
For businesses, including this legend on securities documents reduces legal risk by informing buyers about resale limitations. It also helps maintain regulatory compliance, avoiding penalties for unauthorized securities transfers.
Understanding private placement legend through an example
Imagine a startup issues shares to early investors through a private funding round. Since these shares are not registered with the SEC, they include a private placement legend that states:
"These securities have not been registered under the Securities Act and may not be offered, sold, or otherwise transferred without registration or an applicable exemption."
Later, one of the investors wants to sell their shares. Before doing so, they must either register the shares or qualify for an exemption, such as selling to another accredited investor under Rule 144. The legend serves as a reminder of these restrictions.
An example of a private placement legend clause
Here’s how a private placement legend might appear on a securities certificate:
"These securities have not been registered under the securities act of 1933, as amended, or any state securities laws. They may not be offered, sold, or transferred except pursuant to an exemption from registration or in a transaction that does not require registration under applicable securities laws."
Conclusion
A private placement legend ensures that investors and buyers understand the legal restrictions on unregistered securities. It protects issuers from regulatory violations and informs investors of their obligations before reselling shares.For businesses raising capital through private placements, including this legend is a crucial step in maintaining compliance with securities laws. If you're dealing with securities that include a private placement legend, it's essential to review the legal restrictions before any resale or transfer.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.