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July 2013

July 2013
From the Colorado Bar Association
Business Law Section

Ed Naylor, Editor
In this issue...

SEC Adopts Final Rules On General Solicitation in Rule 506 and Rule 144A Offerings and Disqualification of “Bad Actors”

© Victoria B. Bantz, Esq., Burns, Figa & Will, P.C. July 2013. All rights reserved.

On July 10, 2013, the Securities and Exchange Commission (the “SEC”) adopted final rules governing the use of general solicitation in Rule 506 and Rule 144A offerings and instituting a prohibition against using Rule 506 as an exemption from registration in offerings involving “bad actors.”

Although the final rules governing general solicitation are almost one year overdue and the final rules barring the involvement of “bad actors” in Rule 506 offerings almost two years overdue, better late than never, as the saying goes. You may need to update your template documents to comply with the new rules.

General Solicitation Under Rule 506 and Rule 144A

Under Section 201(a) of the Jumpstart Our Business Startups Act (the “JOBS Act”), enacted on April 15, 2012, the SEC was tasked with adopting rules governing the general solicitation or general advertisement in offering and selling securities pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (the “1933 Act”), provided that all the purchasers are accredited investors and the issuer (company) takes reasonable steps to verify that such purchasers are accredited investors. The SEC has revised Rule 506 to add subsection 506(c), which provides that issuers, including hedge funds, private equity funds, venture capital funds and start-up issuers, may offer securities through means of general solicitation, provided the following conditions are satisfied:

  • All terms and conditions of Rule 501(definitions) and Rules 502(a) (integration) and 502(d) (limits on resale);
  • All purchasers of the securities are accredited investors; and
  • The issuer takes reasonable steps to verify that the purchasers of the securities are accredited investors.

In addition, securities issued under new Rule 506(c) will be considered “covered securities” for purposes of Section 18(b)(4)(E) of the 1933 Act, thereby pre-empting any state blue sky requirements to file a registration statement. Individual notice filings and fees in each state may still apply.

Verifying Accredited Investor Status

While new Rule 506(c) does not specify what “reasonable steps” are, the SEC set forth a list of factors that issuers should consider:

  • The nature of the purchaser and the type of accredited investor that the purchaser claims to be;
  • The amount and type of information that the issuer has about the purchaser;
  • The nature of the offering, such as the manner in which the purchaser was solicited to participate in the offering, and the terms of the offering, such as a minimum investment amount.

The SEC has stated that an issuer will not have taken “reasonable steps” to verify a purchaser’s status as an accredited investor if the issuer only requires the purchaser to check a box indicating accredited investor status or signing a form. However, the SEC has provided a non-exclusive list of methods that issuers may use to satisfy the verification requirements that a purchaser is an accredited investor:

  • Meeting the individual income standard:
    • Review of IRS forms reporting income such as a W-2;
    • Copies of income tax returns for the two most recent years; and
    • Written representation that he or she has a reasonable expectation of reaching the income level necessary to qualify as an accredited investor during the current year.
  • Meeting the individual net worth standard:
    • Review of documentation dated within the prior three months regarding assets and liabilities, examples including:
      • Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments and appraisal reports, credit reports.
  • Third-party written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney, or a certified public accountant that such person or entity has taken reasonable steps to verify that the purchaser is an accredited investor within the prior three months and has determined that such purchaser is an accredited investor.
  • Written certification by existing accredited investors of the issuer that that he or she qualifies as an accredited investor.

If an issuer takes these reasonable steps and has a reasonable belief that a purchaser was an accredited investor at the time of sale, the issuer will not lose the ability to rely on Rule 506(c) for that offering if the purchaser in fact is not an accredited investor.

Note that these standards for confirming accredited investor status of a purchaser do not specifically apply to the exemptions relied upon under Rules 504, 505, and 506(b). Perhaps it would be good practice now that the SEC has provided guidance on how to verify accredited investor status to follow these rules under 506(c).

Form D Amendment

The SEC also revised Form D by including a check box in Item 6 of the form to indicate whether the issuer is relying on the Rule 506(c).

Private Funds

Private funds, such as hedge funds, private equity funds, and venture capital funds rely on Sections 3(c)(1) or 3(c)(7) under the Investment Company Act of 1940 (the “Investment Company Act”) to exclude themselves from the definition of “investment company” under the provisions of this Act. Private funds will lose these exemptions if they make a public offering of their securities. In its release, the SEC specifically stated that private funds that rely on Rule 506(c) will not lose their exemptions under Sections 3(c)(1) or 3(c)(7) of the Investment Company Act.

Amendment to Rule 144A

The SEC revised Rule 144A(d)(1) of the 1933 Act to require only that the securities be sold to a Qualified Institutional Buyer (“QIB”) or to a purchaser that the seller and any person acting on behalf of the seller reasonably believes is a QIB. Resales of securities under Rule 144A may be conducted using general solicitation, as long as the purchasers are QIBs. The SEC did not discuss what constitutes a reasonable belief, however based upon the discussion of accredited investor status regarding new Rule 506(c), one could surmise that many of the steps suggested in Rule 506(c) would suffice in determining whether a purchaser was a QIB.

Integration with Regulation S

Many issuers offer their securities in unregistered offerings inside the U.S. by relying on Rule 144A or Rule 506 and simultaneously outside the United States by relying on Regulation S of the 1933 Act. As there is a prohibition under Regulation S against using “directed selling efforts,” the SEC has clarified that concurrent offshore offerings conducted in accordance with Regulation S will not be integrated with domestic unregistered offerings that are conducted in compliance with Rule 506 or Rule 144A, as amended.

Disqualification of Felons and Other “Bad Actors” from Rule 506 Offerings

In a separate release, the SEC handed down final rules disqualifying securities offerings involving “felons and other ‘bad actors’” from reliance on Rule 506 of Regulation D through the addition of Rule 506(d) as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The SEC provided a list of “covered persons” to whom the disqualifying events would apply:

  • The issuer and any predecessor of the issuer or affiliated issuer;
  • Any director, executive officer or any officer that participates in the offering, general partner or managing member of the issuer;
  • Beneficial owners of 20% or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power;
  • Any investment manager to an issuer that is a pooled investment fund, and any director, executive officer, other officer participating in the offering, general partner or managing member of such investment manager; as well as any director, executive officer, or officer participating in the offering of any such general partner or managing member;
  • Any promoter connected with the issuer in any capacity at the time of the sale;
  • Any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sales of securities in the offering; and
  • Any director, executive officer or any officer that participates in the offering, general partner, or managing member of any such compensated solicitor.

Disqualifying Events

The following events as applied to “covered persons” at the effective date of the final rules will preclude the issuer from relying on Rule 506:

  • Criminal convictions (felony or misdemeanor), entered within the last five years in the case of issuers and ten years in the case of other covered persons, in connection with the purchase or sale of any security; involving the making of a false filing with the SEC; or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;
  • Court injunctions and restraining orders, including any order, judgment or decree of any court of competent jurisdiction, entered within five years before such sale, that, at the time of such sale, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice in connection with the purchase or sale of any security; involving the making of a false filing with the SEC; or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;
  • Final orders issued by state banking, credit union, and insurance regulators, federal banking regulators, and the National Credit Union Administration that either create a bar from association with any entity regulated by the regulator issuing the order, or from engaging in the business of securities, insurance or banking or from savings association or credit union activities; or are based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct within the last ten years;
  • Certain orders of the Commodity Futures Trading Commission and for SEC cease-and-desist orders arising out of scienter-based anti-fraud violations and violations of Section 5 of the 1933 Act;
  • SEC disciplinary orders entered pursuant to Section 15(b) or 15(B)(c) of the Securities Exchange Act of 1934 or Section 203(e) or (f) of the Investment Advisers Act of 1940 that, at time of the sale, suspend or revoke a person’s registration as a broker, dealer, municipal securities dealer or investment adviser; place limitations on the activities, functions or operations of such person; or bar such person from being associated with any entity or from participating in the offering of any penny stock;
  • Suspension or expulsion from membership in, or suspension or a bar from association with a member of, a self-regulatory organization, i.e., a registered national securities exchange or a registered national or affiliated securities association;
  • Stop orders applicable to a registration statement and orders suspending the Regulation A exemption for an offering statement that an issuer filed or in which the person was named as an underwriter within the last five years and being the subject at the time of sale of a proceeding to determine whether such a stop or suspension order should be issued; and
  • U.S. Postal Service false representation orders including temporary or preliminary orders entered within the last five years.

Disqualification will apply only for triggering events that occur after the effective date of the amendments to Rule 506; however, pre-existing matters will be subject to mandatory disclosure. Disqualification will not apply if the authority issuing the relevant judgment or order determines and advises the SEC that disqualification from reliance on Rule 506 should not arise as a result.

“Reasonable Care” Exception

The SEC included an exception from disqualification for offerings where the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known that a disqualification existed because of the presence or participation of another covered person. Again, the SEC did not provide examples of what constitutes “reasonable care” on the part of the issuer, however, it did state that an issuer that made a factual inquiry at the time of the relevant transaction by means of questionnaires or certifications could be sufficient if there was no other indication suggesting bad actor involvement. For continuous offerings, reasonable care includes updating the factual inquiry through bring-downs of representations, questionnaires and certifications and re-checking public databases.

Amendment to Form D

The signature block on Form D will include a certification that issuers claiming a Rule 506 exemption will confirm that the offering is not disqualified from reliance on Rule 506 for one of the reasons stated in Rule 506(d).

Coordination with Blue Sky Law

As securities issued under Rule 506 are considered “covered securities,” state-level bad actor disqualifications will not apply.

Effectiveness

The final rules were published in the Federal Register on July 24, 2013, making the rules effective September 23, 2013.

SEC Proposes Amendments to Regulation D, Form D, and Rule 156 of the Securities Act

© Andrea E. Welter, Esq., Burns, Figa & Will, P.C. July 2013. All rights reserved.

On July 10, 2013, in addition to the final rules adopted by the Securities and Exchange Commission (the “SEC”) with regard to general solicitation, the SEC proposed a number of amendments to Regulation D, Form D, and Rule 156 of the Securities Act.

The proposed amendments are intended to enhance the Commission’s ability to evaluate the development of market practices in Rule 506 offerings and to address concerns that may arise in connection with permitting issuers to engage in general solicitation and general advertising under new paragraph (c) of Rule 506. Specifically, the proposed amendments to Regulation D would require the filing of a Form D in Rule 506(c) offerings before the issuer engages in general solicitation; the filing of a closing amendment to Form D after the termination of any Rule 506 offering; written general solicitation materials used in Rule 506(c) offerings to include certain legends and other disclosures; the submission, on a temporary basis, of written general solicitation materials used in Rule 506(c) offerings to the Commission; and would disqualify an issuer from relying on Rule 506 for one year for future offerings if the issuer, or any predecessor or affiliate of the issuer, did not comply, within the last five years, with Form D filing requirements in a Rule 506 offering. Additionally, the proposed amendments to Rule 156 would extend the antifraud guidance contained in the rule to the sales literature of private funds.

The proposed rule was published in the Federal Register on July 24, 2013 and the comment period for the proposed rules will expire on September 23, 2013.

Form D Proposed Amendments: Advance Form D and Closing Amendment

The SEC proposes to amend Rule 503 to require issuers that intend to engage in general solicitation for a Rule 506(c) offering to file an initial Form D in advance of conducting any general solicitation activities. The “Advance Form D” for Rule 506(c) offerings includes the information in Items 1–4, 6–7, 9–10, 12 and 16 of the current Form D. After the filing of an Advance Form D, the issuer would be required to file an amendment providing the remaining information required by Form D within 15 calendar days after the date of first sale of securities in the offering, as is currently required by Rule 503. An issuer that wishes to provide all of the information required by Form D in the Advance Form D may do so, obviating the need to file an additional amendment unless otherwise required under Rule 503.

The SEC is also proposing to amend Rule 503 to require the filing of a final amendment to Form D within 30 calendar days after the termination of any offering conducted in reliance on Rule 506. The filing of a separate closing amendment within 30 days after termination of the offering would not be required if all of the information that would be included in such an amendment has already been provided in a Form D filing and the issuer has checked the box for a closing filing in such filing. As proposed, the closing amendment must be filed when the issuer terminates the offering, whether after the final sale of securities in the offering or upon the issuer’s determination to abandon the offering. Until the closing amendment is filed, the offering is deemed to be ongoing and the issuer would be subject to the current Rule 503 requirements to file amendments to Form D at least annually and otherwise as needed to reflect changes in previously filed information and to correct material mistakes and errors.

The proposed revisions to Form D would require additional information on Rule 506 offerings, including information specific to Rule 506(c) offerings, such as the types of general solicitation used and the methods used to verify the accredited investor status of purchasers.

Rule 507 Proposed Amendments: One Year Disqualification

The SEC proposes to amend Rule 507 (disqualifications) so that, in addition to the existing disqualification from Rules 504, 505 and 506 of Regulation D that arises from a court injunction, an issuer would be disqualified automatically from using Rule 506 in any new offering for one year if the issuer, or any predecessor or affiliate of the issuer, did not comply, within the past five years, with Form D filing requirements in a Rule 506 offering. Such one-year period would commence following the filing of all required Form D filings or, if the offering has been terminated, following the filing of a closing amendment. The proposed disqualification would not affect offerings of an issuer or an affiliate that are ongoing at the time of the filing non-compliance, including the offering for which the issuer failed to make a required filing, and these offerings could continue to rely on Rule 506 as long as the conditions of Rule 506 continue to be met. Disqualification would apply only to future offerings. The look-back period would not extend past the effective date of the rule, so issuers seeking to conduct a Rule 506 offering would assess compliance with Rule 503 by looking back only to the effective date of the disqualification rule.

Rule 509 Proposed Amendment: Additional Legends

The SEC proposes to add new Rule 509 to require all issuers to include: (i) legends in any written general solicitation materials used in a Rule 506(c) offering; and (ii) additional disclosures for private funds if such materials include performance data. Under Rule 506(c), private funds, such as hedge funds, venture capital funds and private equity funds, will be permitted to engage in general solicitation in compliance with the rule without losing the exclusions from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. As proposed, the requirement to include these legends and other disclosures, as applicable, would not be a condition of the Rule 506(c) exemption. Therefore, the failure to include legends or other disclosures in any written general solicitation materials as required by Rule 509 would not render Rule 506(c) unavailable for the offering.

Rule 156 Proposed Amendment: Private Fund Sales Literature

The SEC proposes amendments to Rule 156 under the Securities Act that would extend the guidance contained in the rule to the sales literature of private funds. The SEC is of the view that private funds should now be considering the principles underlying Rule 156 to avoid making fraudulent statements in their sales literature.

510T Proposed Rule: Submission of General Solicitation Material

The SEC also proposes new Rule 510T of Regulation D to require that an issuer conducting an offering in reliance on Rule 506(c) submit to the Commission any written general solicitation materials prepared by or on behalf of the issuer and used in connection with the Rule 506(c) offering. Under the proposed rule, the written general solicitation materials must be submitted no later than the date of first use of such materials in the offering. The SEC proposes the rule as a temporary rule that would expire two years after its effective date. Written general solicitation materials submitted to the Commission pursuant to proposed Rule 510T would not be treated as being “filed” or “furnished” for purposes of the Securities Act or Exchange Act, including the liability provisions of those Acts. The written general solicitation materials would not be publicly available on the Commission’s website. Compliance with proposed Rule 510T would not be a condition of Rule 506(c).

More Changes to the SEC’s “Neither Admit Nor Deny” Consent Decrees

By Herrick K. Lidstone, Jr., Burns, Figa & Will, P.C.

The Securities and Exchange Commission (the “SEC”) has the power and authority under the Securities and Exchange Act of 1934 to bring enforcement actions against persons who violate the securities laws. Most of these actions are settled well before trial by the defendant agreeing to a court-ordered “obey the law” injunction, where the defendant neither admits nor denies the factual statements alleged by the SEC to support the injunction. The SEC has received significant criticism from commentators and legislators for entering into settlements without requiring the respondent to admit allegations against it. These have included significant criticisms by Hon. Jed. S. Rakoff (S.D.N.Y.) in his November 28, 2011 memorandum order denying a joint motion by the SEC and Citigroup for approval of a $285 million settlement of certain allegations by the SEC. (SEC v. Citigroup Global Markets, Inc.) This was discussed in more detail in the January 2012 Business Law Section Newsletter.

Obtaining settlements where the defendant “neither admits nor denies” the allegations is a practice that commenced long before 1972, but was formalized in 1972 (17 CFR § 205.5) with the additional SEC requirement that consent judgments be accompanied by a formal written agreement by the defendant “not to take any action or to make or permit to be made any public statement denying, directly or indirectly, any allegation in the complaint or creating the impression that the complaint is without factual basis.” This changed the prior practice by defendants who would deny the underlying facts immediately after entering into a consent decree with the SEC.

Perhaps as a result of the outcry from Judge Rakoff and others, in January 2012, the Director of the SEC’s Division of Enforcement announced that the Division would no longer permit those convicted or who otherwise admitted the facts in a parallel criminal action to settle with the SEC based on ““not admitting or denying” the facts.

On June 18, 2013, SEC Chair Mary Jo White further refined the SEC’s “neither admit nor deny” policy when she advised the investment community that even in non-criminal settings, the SEC may require admissions in cases “where heightened accountability or acceptance of responsibility through the defendant’s admission of misconduct may be appropriate” (as reported in the New York Times at page B-1, June 22, 2013). In those cases, the SEC enforcement staff has been advised to seek admissions or litigate the case. This may, of course, make litigation more frequent since many defendants may have believed in their innocence, but chose the “neither admit nor deny” settlement to avoid the time, expense, and uncertainty of litigation. Chair White anticipates that the admissions will be required in cases involving “particularly widespread harm to investors” and “egregious intentional misconduct.”

The SEC defense bar has raised a number of concerns about Chair White’s announcement and the anticipated effect of the new SEC practice. Among these concerns is whether this new policy might be subject to arbitrary application by staff. Equally significant, where a defendant is given the option of making admissions (which can then be used in subsequent shareholder litigation or even a criminal proceeding) or contesting the claims, defendants are more likely to contest the claims and seek vindication. Where settlements used to be simpler, the resulting litigation will likely involve a significantly greater amount of SEC resources to prosecute and corporate (that is, shareholder) resources to defend. Defense lawyers have also pointed out that the SEC’s recent track record on significant litigation has not been stellar.

Predictably, the plaintiffs’ attorneys applauded this change since they will now be able to use any admissions in their civil litigation. This fact, itself, will be a significant disincentive to targets of investigation to settle cases with admissions of wrongdoing.

It will be interesting to see how this new policy plays out.

Business Law Section Activities
Business Law Section Executive Council

The Business Law Section recently held Officer and Subsection Chair elections. Here is an updated Executive Council membership list. View the full list with contact information.

Business Law Section
Chair—Deanna Westfall, Denver
Vice Chair—Sarah A. Steinbeck, Denver
Secretary/Treasurer—Brent Coan, Denver
Immediate Past Chair—Herrick K. Lidstone, Jr., Greenwood Village
CBA Staff Liaison—Jill Lafrenz

 

Antitrust Subsection
Todd Seelman, Denver

Bankruptcy Subsection
Leigh A. Flanagan, Denver
Andrew D. Johnson, Denver

Business Law Article Editors
Trygve E. Kjellsen, Denver,
David Steigerwald, Colorado Springs
Curt Todd, Denver (Bankruptcy)

Financial Institutions Subsection
Brent Coan, Fort Collins
Steve Suneson, Parker

E-Commerce
Elizabeth Lewis, Denver

Franchise Law Subsection
Jennifer Wisniewski, Westminster

Legislative Drafting Committee
Robert R. Keatinge, Denver

Mergers & Acquisitions Subsection
Darren Hensley, Denver

New Lawyers Subsection
Joel Jacobson, Denver

Newsletter Editor
Edwin A. Naylor, Denver

Nonprofit Entities Subsection
Heidi S. Glance, Denver

Privately Held Businesses Subsection
Fern O’Brien, Boulder
Henry L. Smith, Jr., Highlands Ranch

Securities Subsection
Elizabeth Karpinski Vonne, Denver
Jordan Factor, Denver

Alternative Dispute Resolution Section Liaison
J. Gregory Whitehair, Denver

At-Large
Donald A. Allen, Denver
J. William Callison, Denver
Beat Steiner, Denver
A. Keith Whitelaw, Denver

Law School Liaisons
Andrew Schwartz, University of Colorado
Celia Taylor, University of Denver

Board of Governors Liaison
Anthony van Westrum, Golden

Tax Law Section Liaison
Trevor Crow, Denver

Secretary of State Liaison
Mike Hardin, Denver

Trust and Estate Section Liaison
John de Bryun, Denver

Financial Institutions Subsection

Save the Date! CLE Luncheon Series returns—September 18, 2013.

Mergers and Acquisitions Subsection

Save the Date! M&A Breakfast CLE Series returns—September 10, 2013.

Bankruptcy Subsection

Chapter 11 Update—Wednesday, Aug. 7

This Chapter 11 Update will be presented by experienced Chapter 11 practitioners, including a trial attorney from the Office of the U.S. Trustee. Topics will include current developments on derivative standing, artificial impairment of claims, the role of mediation in Chapter 11 cases, issues related to commercial leases and the latest information on the new U.S. Trustee Fee Guidelines in larger Chapter 11 cases.

This free live program will be held from 4:30 p.m. to 6p.m. in the CBA Executive Conference Room, 1900 Grant Street, Suite 900, Denver, CO. One general CLE credit is available.

Learn more and register online, or call 303-860-0608 (toll free 888-860-2531).

CBA-CLE Information

Unless otherwise noted, all programs are at the CBA-CLE offices, 1900 Grant St., Ste. 300, Denver

40-Hour Mediation Training—August 12–14, 26, and 27

Course Overview:

  • Mediation Models
  • How Mediators Diagnose the Causes of Conflict
  • Conflict Styles: What You Bring to the Mediation Table
  • Stages of Mediation
  • Working with Attorneys in Mediation
  • Cultural Issues in Mediation
  • Coaching Parties to Raise Conflict Constructively
  • Ethical Dilemmas for Mediators

40 general CLE credits are available, including 5 ethics. Learn more and register online, or call 303-860-0608 (toll free 888-860-2531).

Hanging Your Shingle—August 15–17

Starting your own law firm means not only knowing how to practice law, but also knowing how to run a business. Whether you just graduated from law school or have been practicing for many years, you probably have not learned a lot about how to run a business. There is no other program in Colorado that offers this kind of expertise and resources to get your law firm off the ground. This comprehensive seminar is your toolbox for building the career and the life you have envisioned. From writing your business plan to getting a line of credit, from balancing your books to billing hours, from avoiding malpractice to being savvy in social media—you will leave this program with the inspiration, confidence and resources you need to build and control your future. 15 general CLE credits are available, including 4 ethics.

Learn more and register online, or call 303-860-0608 (toll free 888-860-2531).

Annual Tort Law Update 2013—Friday, Sept. 20

Learn from some of Colorado’s leading practitioners the new case law, important pending and settled cases, recently enacted and pending legislation, new fact patterns, legal theories and defenses, judicial and discovery trends, and recent developments in courtroom strategy. 5 general CLE credits are available.

Learn more and register online, or call 303-860-0608 (toll free 888-860-2531).

Save the Date! 2013 Business Law Institute—October 16–17

Recent Homestudies

CBA-CLE Featured Publication

Practitioner’s Guide to CO Business Organizations, Second Edition

The Guide begins with basic topics that a Colorado practitioner should consider in the choice-of-entity process. The book then presents detailed discussions of the numerous types of Colorado entities. Finally, chapters from authors from a wide range of practice areas and expertise address the various aspects of their practice areas that relate to Colorado business organizations.
Managing Editors: Lee Reichert and Allen E.F. Rozansky

For more information or to order books, call 303.860.0608 or 800.860.2531 or click here.

Contributions for future newsletters are welcome —
Contact Ed Naylor at ed.naylor@moyewhite.com or 303-292-2900

This newsletter is for information only and does not provide legal advice.

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