Clearing a Restricted Stock Sale: A Practical Guide

Document type: Guide Practice area: Corporate — Securities Regulation Jurisdiction: United States Last reviewed: 5 September 2026

Stage 1 — Establish the facts

Before any analysis, assemble documents. The opinion will rest on these and on nothing else.

For each block of shares:

• The acquisition document — subscription agreement, purchase agreement, option agreement and exercise notice, warrant and exercise notice, merger agreement, or gift instrument
• Evidence of payment, in full, and its date. If a note was given, the note itself, to determine whether it was full recourse and adequately secured
• The certificate or book-entry statement, showing the legend and the issue date
• The transfer history, if the shares changed hands, with each transfer document
• For each prior holder in the chain: whether they were an affiliate at the time of transfer
• The exemption relied on at issuance — a private placement exemption, a compensatory plan exemption, a registered offering
• Board or stockholder approvals, where relevant

The recurring failure is a chain of title that cannot be reconstructed: shares transferred privately three times over eight years, with a stock power and nothing else. No counsel can opine on facts that do not exist in documents, and the practical result is that the shares stay legended.

Stage 2 — Determine affiliate status

This drives everything. Analyze it; do not accept a representation.

Review:

• The capitalization table and the holder's percentage
• Board composition and the holder's relationship to each director
• The stockholders agreement: board designation rights, consent rights, veto rights
• Officer and director status, current and within the past year
• The issuer's own disclosure identifying affiliates
• Any history of the holder influencing corporate decisions

Apply the standard. Control means the power to direct or cause the direction of management and policies, through voting securities, contract, or otherwise.

Where it is close, treat the holder as an affiliate. The cost is the volume and manner-of-sale conditions. The cost of being wrong the other way is an unexempt sale with rescission exposure.

For a former affiliate, the conservative practice is to treat the person as an affiliate for approximately three months after service ends, and to document the analysis.

Stage 3 — Compute the holding period

Start date: when the securities were acquired from the issuer or an affiliate and fully paid for.

Then work the tacking chain. For each link, identify the provision permitting tacking:

Document each link. A tacking conclusion resting on an assumption about a prior holder's affiliate status is the weakest point in most opinions.

Then determine the applicable period: six months if the issuer is a reporting company and has been for at least ninety days; one year otherwise.

Stage 4 — Check the disqualifiers

Shell company history. Has the issuer ever been a shell company — an entity with no or nominal operations and either no or nominal assets, or assets consisting solely of cash? If yes, Rule 144 is unavailable until the issuer has ceased to be a shell, is reporting, has filed all required reports for twelve months, has filed Form 10 information, and one year has passed since that filing.

This check is skipped constantly and it is fatal when missed. Review the issuer's filing history, not just its current business.

Current public information. For an affiliate, and for a non-affiliate selling between six and twelve months, confirm the issuer has filed all required reports (other than Form 8-K) for the preceding twelve months. Check as of the sale date.

Delinquency. If the issuer is late on any periodic report, affiliates cannot sell under Rule 144 until it is current.

Stage 5 — For affiliates: compute and comply

Volume. Greater of 1% of the outstanding shares of the class, or the average weekly reported trading volume for the four calendar weeks preceding the Form 144 filing (or the order, if no Form 144 is required). Recompute for each three-month period.

Aggregation. Combine sales by the affiliate, their spouse and family members sharing the household, entities they control, and persons acting in concert. Build the aggregation group explicitly and keep it current.

Manner of sale. Brokers' transactions, transactions with a market maker, or riskless principal transactions. The broker may not solicit and receives only the usual commission. No marketed offering.

Form 144. File concurrently with placing the order where the sale exceeds 5,000 shares or $50,000 in three months. The form is public.

Section 16 overlay. For officers, directors, and 10% holders: every sale is matchable against any purchase within six months, and a 10b5-1 plan provides no defense under Section 16(b). Check the matching calendar before every sale.

Insider trading. Confirm the seller is not in possession of material non-public information, regardless of the window.

Stage 6 — Obtain the letters and the opinion

The seller's representation letter should establish, with specificity:

• How and when the securities were acquired, and from whom
• That they were fully paid for, and how
• The tacking chain, with the basis for each link
• Whether the seller is or has been an affiliate, and if so during what period
• Whether the seller has any agreement to sell to a particular purchaser
• The intended manner of sale
• That the seller is not in possession of material non-public information
• The number of shares sold in the preceding three months by the seller and all aggregated persons

The broker's representation letter should confirm the manner of sale: a brokers' transaction, no solicitation, usual commission, and no knowledge of circumstances suggesting the seller is engaged in a distribution.

The opinion typically states that the shares may be sold without registration in reliance on Rule 144, or that the legend may be removed. Counsel should:

• Base it on documents, not representations, wherever possible
• Analyze affiliate status independently
• Confirm the shell company history and say so
• Confirm the issuer's reporting status as of the sale date
• Identify the specific tacking provision relied on
• State the assumptions and the documents reviewed

Stage 7 — Move the shares

1. Deliver the letters and opinion to the issuer
2. The issuer reviews and instructs the transfer agent
3. The transfer agent removes the legend or issues unlegended shares, often through the depository's deposit and withdrawal system
4. The broker executes

Time this realistically. Even a clean legend removal takes five to fifteen business days from delivery of the package. Transfer agents have their own requirements — medallion signature guarantees, specific instruction formats, and their own counsel review in some cases. Build the timeline backwards from the intended sale date.

When the issuer will not instruct. The recurring problem. Causes and responses:

Stage 8 — When Rule 144 will not do the job

A block that exceeds the volume limit. Options: sell over multiple periods; conduct a registered secondary offering with the issuer's cooperation; or sell the block privately under Section 4(a)(1½) to an institutional buyer who accepts restricted securities at a discount.

Securities ineligible because of shell company history. Private resale, or wait out the Form 10 information period.

A non-reporting issuer and an affiliate seller. The current public information condition is generally unsatisfiable, so Rule 144 is effectively unavailable. Private resale.

A holder who needs certainty and speed. Demand registration under the registration rights agreement, if one exists. Confirm the demand mechanics: how many demands, the minimum size, the issuer's suspension rights, and the timetable.

Offshore sale. Regulation S exempts the transaction, but securities of a domestic issuer sold under Regulation S remain restricted securities, so it does not solve a later US resale problem.

Stage 9 — Running an affiliate's ongoing program

For an executive selling regularly, this becomes a recurring process worth systematizing.

• A standing file with the acquisition documents and the tacking analysis for each block
• A volume worksheet, recomputed each quarter, with the aggregation group listed
• A Section 16 matching calendar, consulted before every order
• Pre-clearance through the company's insider trading policy
• A 10b5-1 plan adopted during an open window, when not in possession of material non-public information, after the applicable cooling-off period — with the client told explicitly that it defends against Rule 10b-5 and not against Section 16(b)
• Form 144 filings prepared in advance and filed concurrently with orders
• Broker coordination, including a standing arrangement for the manner-of-sale representation and same-day reporting of executions for Form 4 purposes

The issuer's side

Companies handle this badly, and the fix is procedural.

Adopt a written legend removal procedure, specifying: what the holder must submit; who reviews it; the turnaround time (five business days is reasonable); who provides the opinion and at whose expense; and the instruction format the transfer agent requires.

Designate an opinion provider. Either company counsel opines routinely, or the company publishes the standard it will accept from holder's counsel. Ad hoc handling generates disputes and delay.

Keep issuance records permanently. Subscription documents, payment evidence, board approvals, and the exemption relied on for each issuance. This is the single highest-value administrative practice in this area, and its absence is why old private company stock becomes untradeable.

Track the exemption per issuance, particularly whether shares were issued under a compensatory plan exemption, which changes the resale analysis materially.

Stay current in reporting. A missed filing freezes every affiliate and generates immediate complaints from people who matter.

Honor the covenants. A registration rights agreement's legend removal covenant is enforceable, and using legend removal as leverage in an unrelated dispute is a contract claim and, depending on the conduct, worse.

Private company secondary sales

A growing share of restricted stock transactions occur in private companies, where there is no market, no reporting, and no Rule 144 in any practical sense. The process is different enough to warrant separate treatment.

Why they happen. Employees who have held options for eight years want liquidity. Early investors need to return capital to their own limited partners. Founders want to diversify. And a well-developed market of secondary funds and platforms exists to buy.

The securities analysis. Rule 144 is available to non-affiliates after one year, and the current public information condition does not apply to them — so a non-affiliate employee selling private company shares held for more than a year can rely on it. For affiliates, Rule 144 is effectively unavailable because the current public information condition cannot be satisfied for a non-reporting issuer without the company publishing specified information, which it will not.

So affiliates sell under Section 4(a)(1½), to sophisticated purchasers, privately, on investment representations, with the shares remaining restricted.

The contractual analysis, which is the harder half.

• Rights of first refusal. Almost universal. The company, and often the preferred holders, have the right to buy on the same terms. The ROFR process takes thirty to sixty days and must run before any sale closes.
• Co-sale rights. Other holders may participate pro rata, reducing the seller's allocation.
• Board or company consent. Many agreements require it, and the company frequently declines — because it does not want new holders, because it is managing its holder count, or because it objects to the price setting a mark.
• Transfer restrictions in option agreements, which often prohibit transfer of shares acquired on exercise entirely.
• Market standoff provisions, binding the holder to a future lock-up.

The company's legitimate concerns, which counsel should take seriously rather than treat as obstruction:

• Holder count. Exceeding certain thresholds triggers registration requirements.
• Price marks. A secondary sale at a price below the last round complicates the next financing and the company's option pricing.
• Information. A buyer wants financial information, and providing it to a non-holder raises issues.
• Unknown holders. A company with a concentrated, aligned holder base does not want a distressed fund on its register.

How these usually resolve. Many companies now run structured liquidity programs: periodic tender offers or company-sponsored secondary sales at a set price, open to employees who meet holding requirements, with the company controlling the buyer, the price, and the timing. This is far better for everyone than ad hoc transfers, and counsel advising a maturing private company should raise it before the pressure builds.

Practical advice for a selling employee. Read the option agreement and the stockholders agreement before negotiating a price. The transfer restrictions frequently make the sale impossible, and discovering that after agreeing terms with a buyer wastes everyone's time.

A worked sequence: the Vranjes package

The holder. Milena Vranjes holds 340,000 shares of Corriveau Analytics, a reporting company. She was Chief Marketing Officer until fourteen months ago. The shares came from three sources: 180,000 from an option exercised under the company's Form S-8 registered plan two years ago; 120,000 purchased in a private placement three years ago; and 40,000 received as a gift from her co-founder four years ago, who had held them since the company's founding.

The analysis, block by block.

180,000 option shares. Issued under a registered plan on Form S-8. These are not restricted securities. They were control securities while she was an affiliate; she no longer is. Freely sellable.

120,000 private placement shares. Restricted securities, held three years, well past the six-month period. She is a non-affiliate, having left more than three months ago with no continuing board or officer role and a stake under 2%. A non-affiliate holding restricted securities for more than one year sells freely with no conditions.

40,000 gift shares. Restricted securities. She tacks the donor's holding period, which runs from founding. Same conclusion.

The affiliate determination. Fourteen months since departure, no board seat, no consulting arrangement, 1.8% of the outstanding shares. Non-affiliate. Counsel documents the analysis rather than accepting her statement.

The shell check. Corriveau's filing history shows it was formed as an operating company and has never been a shell. Confirmed and recorded.

The package delivered:

• Seller's representation letter covering all three blocks, with the acquisition documents attached
• The gift instrument and the donor's original subscription agreement, establishing the tacking chain
• The Form S-8 registration statement, establishing that the option shares are unrestricted
• Broker's representation letter
• Request for legend removal

Counsel's opinion addresses each block separately, identifies the tacking provision for the gift shares, states the affiliate analysis and its basis, confirms the shell history, and confirms Corriveau's reporting status as of the anticipated sale date.

The issuer's response. Corriveau's counsel questions the gift block, because the donor's original subscription agreement is missing a page showing payment. The transaction stops for eleven days while the missing page is located in the company's own records.

The lesson, delivered by the company's general counsel afterward: the document that held up a legend removal on 40,000 shares was a payment schedule from a subscription agreement signed nine years earlier — and the company had it all along, filed under the wrong entity name. Records practice is the whole game.

Registered resales: running the shelf

Where the holder has registration rights, the registered resale is the cleanest exit, and it is a project.

Making the demand. Read the registration rights agreement carefully before sending anything:

• How many demands does the holder have, and have any been used or deemed used?
• What is the minimum size — usually expressed as a dollar amount or a percentage?
• What form is the issuer required to use? A short-form shelf registration is far faster than a long-form registration, and eligibility depends on the issuer's reporting history and public float.
• What suspension rights does the issuer have, and for how many days in any period?
• Who bears expenses? Typically the issuer, except underwriting discounts.
• Is an underwritten offering available, and does the holder get to select the underwriter?

The process.

1. Deliver the demand notice in the form and to the address the agreement specifies
2. The issuer notifies other holders with piggyback rights, who may join — which dilutes the demanding holder's allocation
3. The issuer prepares the registration statement, with the holder providing selling stockholder information
4. Filing, and any staff review
5. Effectiveness
6. The holder sells into the market under the prospectus, delivering it as required
7. The issuer maintains effectiveness for the required period and files prospectus supplements

What the holder must provide. Selling stockholder questionnaire responses: the number of shares held, the nature of any relationship with the issuer in the past three years, whether the holder is a broker-dealer or an affiliate of one, and the plan of distribution. Incomplete questionnaires delay filings, and the issuer will not file without them.

Liability considerations. A selling stockholder in a registered offering may be treated as a statutory seller, with the liability consequences that follow. The registration rights agreement's indemnification provisions allocate this: the issuer indemnifies for the registration statement's contents generally, and the holder indemnifies for information it supplied. Read the holder's indemnity carefully — an uncapped indemnity for information supplied is standard, but an indemnity extending beyond that is not.

Blackouts. Issuers reserve the right to suspend use of the prospectus while material developments are unresolved. These suspensions are legitimate and frequent, and a holder planning a sale on a schedule should understand that the shelf is not always available.

The practical comparison. A registered resale takes six to twelve weeks and requires issuer cooperation; a Rule 144 sale by an eligible non-affiliate takes days and requires only legend removal. Use registration rights when Rule 144 is unavailable or insufficient — for an affiliate's block, for an ineligible security, or where the holder needs freely tradable shares — and not as a default.

Common errors

• Accepting affiliate status representations without analysis
• Assuming option shares are restricted without checking whether the plan was registered
• Missing the shell company history
• Assuming a cash warrant exercise tacks — it does not
• Assuming a purchase from an affiliate tacks — it does not
• Failing to check the issuer's reporting currency as of the sale date
• Computing volume against outstanding shares from a stale filing
• Forgetting the aggregation group — spouse, household family, controlled entities
• Treating a 10b5-1 plan as a Section 16(b) defense
• Filing Form 144 late rather than concurrently with the order
• Advising on securities law eligibility without reading the lock-up, which usually binds longer
• Starting the process a week before the intended sale date

The block sale, in detail

An affiliate or large holder wanting to move a position at once faces the volume limitation, and the market has developed three answers.

The registered secondary. The issuer registers the holder's shares and an underwriter markets them. Cleanest, most expensive, slowest, and requires full issuer cooperation including participation in diligence and delivery of comfort letters and opinions. Used for genuinely large positions where the price justifies the process.

The block trade. The holder sells to a broker-dealer acting as principal, which then resells. The critical securities question is whether the broker-dealer becomes an underwriter, which depends on whether the resale is a distribution. Where the shares are registered or freely tradable, the analysis is straightforward. Where they are restricted and sold under Rule 144, the manner-of-sale condition constrains the structure: a riskless principal transaction is permitted, but a purchase for the dealer's own account followed by a marketed resale is not.

The private block sale under Section 4(a)(1½). The holder sells the entire position to one or a small number of institutional buyers, privately, with no general solicitation. The buyers take restricted securities, start a new holding period if the seller was an affiliate, and price accordingly — the discount to market reflects the illiquidity they accept and typically runs from a few percent to well into double digits depending on the position's size relative to trading volume and the expected holding period.

Documentation for the private block sale:

• A purchase agreement with representations from the seller as to title, authority, and non-reliance
• Buyer representations: accredited or qualified institutional status, sophistication, investment intent, access to information, and acknowledgment that the shares are restricted
• No general solicitation representation from the seller and its agents
• Legend acknowledgment
• Delivery mechanics through the transfer agent, with the buyer's shares issued legended
• An opinion supporting the transfer

A structural point often missed. The buyer's holding period is the pricing variable. If the seller was a non-affiliate, the buyer tacks and may be able to sell after a short period, which supports a small discount. If the seller was an affiliate, the buyer starts fresh and faces six or twelve months of illiquidity, which supports a much larger one. The affiliate determination is therefore worth real money, and it should be analyzed and documented before the price is negotiated, not after.

Estates, trusts, and gifts

Transfers for estate planning and on death recur constantly and follow their own rules, which are more favorable than most holders expect.

Gifts. The donee tacks the donor's holding period. If the donor was an affiliate, the donee is subject to the volume and manner-of-sale conditions for a period, and sales by the donor and donee are aggregated during that period. A gift is not a sale, so no exemption is needed for the transfer itself, but the shares remain restricted in the donee's hands and the legend stays until the donee independently qualifies.

Transfers to a trust. The trust tacks the settlor's period. Where the settlor is an affiliate, the trust is generally treated as an affiliate as well. A transfer to a revocable grantor trust is a routine estate planning step and is not a sale.

Death. The estate and any beneficiary tack the deceased's holding period. And significantly: if the estate is not an affiliate of the issuer and the beneficiary is not an affiliate, Rule 144's conditions largely do not apply — no holding period, no volume limit, no manner-of-sale condition, no Form 144. This is a deliberate accommodation and it means an executor selling a decedent's restricted shares faces a much simpler analysis than the decedent did.

The exception: where the estate or the beneficiary is an affiliate — because the executor is also an officer of the issuer, or because the beneficiary inherits a controlling stake — the conditions apply.

Practical steps for an executor:

1. Obtain the decedent's acquisition records and establish the holding period
2. Determine whether the estate or the beneficiaries are affiliates
3. Deliver a representation letter establishing the estate's status, attaching letters testamentary or equivalent authority
4. Obtain the opinion and instruct the transfer agent
5. Confirm the transfer agent's requirements, which for estates typically include a medallion signature guarantee and certified court documents

A recurring practical difficulty. Transfer agents apply heightened documentation requirements to estate transfers, and the process routinely takes several weeks longer than a living holder's. Start early, and confirm the transfer agent's specific requirements in writing before assembling the package.

Pledges and margin

Holders of large restricted positions often want to borrow against them, and the structure raises questions on both sides.

Is a pledge a sale? Generally not, and a pledge of restricted securities to a lender in a bona fide transaction is not itself a distribution requiring an exemption. The pledgee tacks the pledgor's holding period for Rule 144 purposes.

But a foreclosure is a sale, and it is the pledgee's sale. On default, the lender selling the collateral needs its own exemption. If the pledgor was an affiliate, the lender may be treated as selling for an affiliate — which brings the volume and manner-of-sale conditions into play and can make a rapid liquidation impossible.

What lenders therefore require:

• Representations establishing the holding period and the pledgor's affiliate status
• An opinion, in advance, on the availability of an exemption for a foreclosure sale
• Pre-signed instructions and, sometimes, an irrevocable transfer agent instruction letter, so that legend removal on foreclosure does not require the pledgor's cooperation
• The issuer's acknowledgment of the pledge and agreement to remove the legend on foreclosure, subject to the exemption analysis
• Conservative advance rates reflecting the illiquidity

What issuers should consider. Many companies now restrict or prohibit pledging by insiders as a governance matter, and proxy advisers ask about it. A company asked to acknowledge a pledge should consider: whether its policies permit it; whether foreclosure would put a block into the market at a bad moment; whether the pledgor is subject to Section 16; and whether it wants to commit in advance to removing a legend on facts it cannot yet assess.

A margin account distinction. Depositing unrestricted, freely tradable shares in a margin account raises none of this. The analysis above applies to restricted or control securities, and holders frequently assume otherwise. An affiliate whose broker sells margined shares to meet a call has made a sale subject to all the affiliate conditions — including Form 144, the volume limit, and Section 16(b) matching — and neither the affiliate nor the broker may have thought about any of it.

A working timeline

Non-affiliate, clean facts, reporting issuer.

Affiliate, ongoing program.

Private company secondary.

The realistic expectation to set with a client. A clean Rule 144 legend removal is two to three weeks. An affiliate block or a private company secondary is two to three months. A client who wants to sell next Tuesday and calls on Monday cannot be helped, and telling them so at the outset is better than discovering it together.

Advising the client who is frustrated

This process irritates people, and the irritation is understandable. A holder who has owned shares for six years, is not an insider, and wants to sell into a liquid market is being asked for letters, opinions, and two weeks of processing to do something the market permits anyone else to do instantly.

Three things help.

Explain what the legend is doing. It is not a formality; it is the transfer agent's instruction not to move shares that may not lawfully move. Removing it requires someone — counsel — to take responsibility for the conclusion that they may. That responsibility is why the paperwork exists.

Set the timeline first. Clients accept two weeks. They do not accept discovering on day nine that a document from 2019 is missing and the sale will slip a month. Do the document assembly before quoting a date, and tell the client immediately if a gap appears.

Distinguish the layers. Clients conflate securities law, the company's insider trading policy, the lock-up, and the stockholders agreement into one undifferentiated "I can't sell." Separating them is useful: "Under the securities laws you are eligible today. Your lock-up runs until March 14. The company's window opens two days after earnings. So the answer is March 16, and here is what we need to have ready by then."

And where the answer is genuinely no, say so early. A holder of pre-shell-company stock, or one whose chain of title cannot be reconstructed, is not going to sell those shares through this process. Their options are a private sale at a discount to a buyer who will accept the risk, an approach to the company for a registered resale, or waiting. Delivering that news in week one is a service; delivering it in week six is a failure.

Building the file at issuance

Almost every problem described in this guide is preventable at the moment the securities are issued, at essentially no cost. The practice worth adopting, for issuers and for investors:

The issuer should retain, permanently, for every issuance:

1. The subscription or purchase agreement, complete and executed
2. Evidence of payment in full, with the date — the wire confirmation, the check, or the note
3. The board or committee resolution authorizing the issuance
4. The exemption relied on, recorded expressly — a private placement exemption, a compensatory plan exemption, a registered offering, or a merger
5. The certificate or book-entry record with the legend text
6. The capitalization table entry, reconciled
7. Any transfer restriction agreement the holder signed
8. For plan issuances, the registration statement covering the plan, if any

The investor should retain the same set, plus every transfer document and, critically, a record of whether each prior holder in the chain was an affiliate.

Why it matters, concretely. Ten years later, a holder wants to sell. Counsel must establish: when the shares were acquired; that they were paid for; whether the seller can tack; whether the issuer was ever a shell; and whether any prior holder was an affiliate. Every one of those questions is answered by a document that existed at issuance and either was kept or was not.

The cost of not keeping them is not theoretical. Restricted shares whose provenance cannot be established are effectively unsellable through the ordinary process. The holder's options narrow to a discounted private sale to a buyer willing to accept the risk, or a request that the company register them — and companies decline that request routinely for holders with whom they have no ongoing relationship.

A specific recommendation for growing private companies. Maintain a single ledger recording, per issuance, the date, the holder, the consideration, the exemption relied upon, and the transfer history. Reconcile it annually against the capitalization table and the transfer agent's records. This takes a few hours a year and prevents a category of problem that is otherwise unfixable.

Quick reference

Nine steps, in order. Assemble the acquisition documents. Determine affiliate status and document the analysis. Compute the holding period and every tacking link. Check the shell company history. Check the issuer's reporting currency. For affiliates, compute volume and confirm manner of sale. Obtain the seller's and broker's letters. Obtain the opinion. Instruct the transfer agent.

The five facts an opinion needs. Acquisition date and source; full payment and its date; the tacking basis for each link; affiliate status of the seller and of each prior transferor; and the issuer's shell history and reporting currency.

The four traps. Cash warrant exercises do not tack. Purchases from affiliates do not tack. A shell company history suspends the rule entirely. A delinquent filer freezes every affiliate.

The three alternatives. Section 4(a)(1½) private resale — buyer takes restricted stock. Regulation S — exempts the transaction, not the securities. Registered resale — complete, but needs the issuer.

The two layers. Securities law eligibility, and contractual restriction. The later of the two is the answer, and it is usually the contract.

The one preventive practice. Keep the issuance records. Everything else in this guide is downstream of whether someone did.

Related documents

• Reselling restricted securities: Rule 144, Regulation S, and the exemptions that move stock
• Restricted securities resale checklist
• Resale toolkit: Rule 144 analyses, seller representation letters, and legend removal requests
• Filing Schedules 13D, 13G, and Section 16 reports: a practical guide
• Securities compliance for startups: Regulation D, Rule 506, blue sky, and Form D