It now makes sense why SK3 did not address the third-party promotional campaign and put tracks between the firm and that campaign by issuing a press release. (This had been a puzzling aspect.) To issue a PR or advisory would have alerted OTCM to the promotion who in turn would have demanded a legal opinion from SKTO answering specific questions about the adequacy of current information. That knowledge also would have compelled the attorney to make inquiries regarding the promotion and its proponents as outlined below. Neverheless, the attorney for SKTO has a legal and fiduciary obligation as well as ethical obligation to the bar to address the matter with OTCM if he/she hasn't done so. OTCM can prohibit attorneys from representing OTC stocks, a lucrative business.
OTCM:
Attorney Letter Agreement
Version 2.5 January 3, 2013
Exhibit B
To: Attorneys Providing Letters with Respect to Current Information for Promoted Securities
As a matter of policy, OTC Markets Group will not publish quotations for any security on www.otcmarkets.com when it has come to the attention of OTC Markets Group that such security has been the subject of promotional activities, unless OTC Markets Group has received a legal opinion, in form and substance acceptable to OTC Markets Group, to the effect that adequate current information is available concerning the security and its issuer.
In addition to the requirements set forth in Exhibit A, if the issuer or its securities have been the subject of promotional activities, counsel’s letter must also include the following:
14. The letter must list, for each (A) executive officer, director, general partner and other control person of the Issuer and (
promoter, finder, consultant or any other advisor of the Issuer that assisted, prepared or provided information with respect to the Issuer’s disclosure or who received securities as consideration for services rendered to the Issuer, (i) their full name, (ii) their business address, (iii) the number and class of the Issuer’s securities beneficially owned by each of them, (iv) with respect to each of the securities described in the preceding clause (iii), whether or not the certificate or other document that evidences the securities contains a legend stating that the securities have not been registered under the Securities Act and setting forth or referring to restrictions on transferability and sale of the securities and (v) a complete description of the consideration received by the Issuer in connection with each issuance of shares to any of them including, without limitation, the nature of any services performed for or on behalf of the Issuer.
For purposes of this paragraph 14, the term “control person” includes (i) any person controlling, under common control with, or controlled by, the Issuer or (ii) any person who obtained securities of the Issuer in connection with a negotiation with the Issuer within the three-year period prior to the date of the opinion. With respect to any of the Issuer’s control persons that is an entity and any parent entity of any control person, the opinion must provide the information described in the first sentence of this paragraph 14 for each control person of such entity or parent entity.
15. The letter must state that counsel has made specific inquiry of each of the persons listed in paragraph 14 above, persons engaged in promotional activities regarding the Issuer, and persons owning more than ten percent (10%) of the Securities (collectively, the “Insiders”), and based upon such inquiries and other information available to counsel, any sales of the Securities by Insiders within the twelve-month period prior to the opinion have been made in compliance with Rule 144, including, without limitation, any required filings of Form 144, and nothing has come to the attention of counsel indicating that any of the Insiders is in possession of any material non-public information regarding the Issuer or the Securities that would prohibit any of them from buying or selling the Securities under Rules 10b-5 or 10b5-1 under the Exchange Act."
Attorney Letter Agreement
Version 2.5 January 3, 2013
I
OTCM:
Attorney Letter Agreement
Version 2.5 January 3, 2013
Exhibit B
To: Attorneys Providing Letters with Respect to Current Information for Promoted Securities
As a matter of policy, OTC Markets Group will not publish quotations for any security on www.otcmarkets.com when it has come to the attention of OTC Markets Group that such security has been the subject of promotional activities, unless OTC Markets Group has received a legal opinion, in form and substance acceptable to OTC Markets Group, to the effect that adequate current information is available concerning the security and its issuer.
In addition to the requirements set forth in Exhibit A, if the issuer or its securities have been the subject of promotional activities, counsel’s letter must also include the following:
14. The letter must list, for each (A) executive officer, director, general partner and other control person of the Issuer and (
promoter, finder, consultant or any other advisor of the Issuer that assisted, prepared or provided information with respect to the Issuer’s disclosure or who received securities as consideration for services rendered to the Issuer, (i) their full name, (ii) their business address, (iii) the number and class of the Issuer’s securities beneficially owned by each of them, (iv) with respect to each of the securities described in the preceding clause (iii), whether or not the certificate or other document that evidences the securities contains a legend stating that the securities have not been registered under the Securities Act and setting forth or referring to restrictions on transferability and sale of the securities and (v) a complete description of the consideration received by the Issuer in connection with each issuance of shares to any of them including, without limitation, the nature of any services performed for or on behalf of the Issuer. For purposes of this paragraph 14, the term “control person” includes (i) any person controlling, under common control with, or controlled by, the Issuer or (ii) any person who obtained securities of the Issuer in connection with a negotiation with the Issuer within the three-year period prior to the date of the opinion. With respect to any of the Issuer’s control persons that is an entity and any parent entity of any control person, the opinion must provide the information described in the first sentence of this paragraph 14 for each control person of such entity or parent entity.
15. The letter must state that counsel has made specific inquiry of each of the persons listed in paragraph 14 above, persons engaged in promotional activities regarding the Issuer, and persons owning more than ten percent (10%) of the Securities (collectively, the “Insiders”), and based upon such inquiries and other information available to counsel, any sales of the Securities by Insiders within the twelve-month period prior to the opinion have been made in compliance with Rule 144, including, without limitation, any required filings of Form 144, and nothing has come to the attention of counsel indicating that any of the Insiders is in possession of any material non-public information regarding the Issuer or the Securities that would prohibit any of them from buying or selling the Securities under Rules 10b-5 or 10b5-1 under the Exchange Act."
Attorney Letter Agreement
Version 2.5 January 3, 2013
I
