Revisiting Stock Transfer Restrictions

By Marc Casarino, Lori Smith and Joshua Galante ( August 8, 2017, 11:55 AM EDT) -- Stock transfer restrictions serve an important role for privately held corporations, but can also have negative implications for investors and individual stockholders. Corporations and those who invest in them, as well as employee recipients of equity in lieu of cash compensation, need to carefully consider the scope of such restrictions and the practical consequences of limiting transferability and liquidity. A recent Delaware Chancery Court decision in Henry v. Phixios Holdings Inc. stands as a reminder that care must be taken to properly effectuate stock transfer restrictions, and gives us reason to explore the practical implications of such restrictions on corporations and their stockholders....

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