Dennis Hardin

Richism: The Self-Righteous Bigotry of the Wall Street Protestors

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"The company simply facilitates the exchange of securities between qualified independent brokers."

I.e., not open to the general public.

I continue to be amazed by incompetence/dishonesty of the posters here.

Shayne

Another non sequitur. I continue to be amazed by Shayne's incompetence/ignorance/dishonesty.

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"The company simply facilitates the exchange of securities between qualified independent brokers."

I.e., not open to the general public.

I continue to be amazed by incompetence/dishonesty of the posters here.

Shayne

Another non sequitur.

How it is a non sequitur to conclude that "qualified independent broker" does not mean "anyone and everyone who wants to trade"? And anyway, it's not a conclusion, it's knowledge of the securities laws. Sufficiently rich people are free to buy stock with fairly relaxed regulations, but people who are not rich are highly regulated from doing so. This favors the rich over the not-rich, with the pretense being that it's to "protect" the not-rich, whereas the fact of the matter is that it is interfering with independent judgement and preventing average people -- who are in the vast majority -- from actively shaping the market.

Shayne

- Annoyed at the new OL forum software that inserts extra newlines.

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"The company simply facilitates the exchange of securities between qualified independent brokers."

I.e., not open to the general public.

I continue to be amazed by incompetence/dishonesty of the posters here.

I’m pointing you to a system that let’s you list your stock without dealing with the SEC. You’re still going to have to have someone execute your trade. That’s the way the NYSE works too. You can easily do it online, but…how would you buy any stocks without, say, an Ameritrade account? What does “everyone and anyone who wants to trade” mean? People without brokerage accounts? Who’s being left out?

I seriously can’t believe what a stubborn ignoramus you are.

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I seriously can’t believe what a stubborn ignoramus you are.

Oh, my. Do more like that and you will earn your fair share of insults, too. :laugh:

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I seriously can’t believe what a stubborn ignoramus you are.

Oh, my. Do more like that and you will earn your fair share of insults, too. :laugh:

I haven’t interacted with him in well over a year. I got plenty of insults back then. Why I relaxed my non-interaction policy is a bit unclear to me now, I must have been having a wet evening. I don't have the same kind of hobbies GHS does.

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You can easily do it online, but…how would you buy any stocks without, say, an Ameritrade account?

BTW there are companies that sell their stock directly to the public. Trouble is, when you want to sell, you’re going to have to deliver the stock certificates to a brokerage. It’s less convenient, unless of course you’re going to sell them to your neighbor or something like that.

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I seriously can’t believe what a stubborn ignoramus you are.

I seriously can't believe you haven't noticed the fascist grounds which Merlin and Bob have been arguing from and that the major issue here hasn't been about the facts of whether you can do what you claim, but the moral grounds that one ought to be able to.

Further, I seriously can't believe that you think what is important here is to quibble over a single non-critical point in my argument while ignoring the point at issue. The fact remains that, even if this point is in error, the rest of my points are valid, and the overall argument still stands.

I will have to research pink sheets in more detail. As it happens, my position here isn't based on idle speculation, I have had both an account and a lawyer tell me that in order to create shares of stock with custom stipulations, you have to offer to qualified (i.e. rich) investors only. If they are in error, then this only further highlights why my view is correct. It's impossible for a layman to reliably navigate the legal code and know what is approved and what isn't. Even now you haven't made a complete case, you've just pointed me to pink sheets and asserted that it's legal to create custom shares and trade them. Nothing at the link you posted affirms this. How do I know from any of this it's legally safe? Are you giving me official legal advice? Can I come sue you if it doesn't work out? (Just for the record, I'd never sue you unless you were paid and made a guarantee).

Shayne

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It should be easy for Ninth to prove his case. All he needs to do is list some websites from companies that are selling custom stock to the public. It should demonstrate a good variety of terms, such that we can infer that Valve can readily solve their "buy stock in a single game" problem. If he can list a convincing range of websites then I'll concede this point, but again, conceding this point does nothing to my overall case, and it does nothing to absolve Merlin & Bob from their fascist arguments.

Shayne

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http://walkercorporatelaw.com/ask-the-attorney/%E2%80%9Cask-the-business-attorney%E2%80%9D-%E2%80%93-what%E2%80%99s-wrong-with-an-llc/

The third disadvantage is the limitation on capital structure; for example, it is difficult and expensive to grant options to employees/consultants in an LLC. The issuance of other types of securities can be tricky as well, such as “preferred” membership interests.

I don't know exactly what he's talking about, but that's one of my points.

Shayne

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http://walkercorporatelaw.com/startup-issues/how-to-launch-a-startup-and-avoid-ending-up-in-jail/

Securities Laws. Finally, a violation of applicable securities laws could result in criminal liability. Some of the most common securities laws violations by startups are (i) making materially false or misleading statements in connection with the offer or sale of securities; (ii) retaining unregistered finders (commonly referred to consultants, financial advisors or investment bankers) that offer and/or sell securities on a startup’s behalf for a commission; (iii) advertising, or improperly soliciting investors in connection with, the offer or sale of securities, including via email, Twitter or Facebook; and (iv) improperly offering and/or selling securities to “friends and family” who are not “accredited investors.”

Shayne

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http://walkercorporatelaw.com/securities-law-issues/ask-the-attorney-securities-laws/

The basic rule is that a company may not offer or sell its securities unless (i) the securities have been registered with the SEC and registered/qualified with applicable State securities commissions; or (ii) there is an exemption from registration. The most common exemption used by start-up companies is the so-called “private placement” exemption under Section 4(2) of the Securites Act of 1933. As the term implies, a private placement is a private offering to a small number of investors – like a few friends; however, there are different rules depending upon whether the investors are accredited or non-accredited.

...

So who is an “accredited investor”? The current definition of accredited investor under SEC Rule 501 includes eight different categories of investors, the most significant of which is an individual who has (i) a net worth (or joint net worth with his/her spouse) that exceeds $1 million at the time of the purchase; or (ii) income exceeding $200,000 in each of the two most recent years (or joint income with a spouse exceeding $300,000 for those years) and a reasonable expectation of such income level in the current year.

Based on the foregoing, I strongly recommend that you only offer and sell stock to those friends who meet the above net worth/income test and represent and warrant that they are accredited investors in a written agreement. Needless to say, I also strongly recommend that you retain an experienced securities lawyer to help you. Non-compliance with applicable securities laws could result in severe consequences, including a right of rescission for the stockholders (i.e., the right to get their money back, plus interest), injunctive relief, fines and penalties, and possible criminal prosecution.

So should we trust Ninth, Bob, and Merlin, or an expert attorney?

Shayne

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I will have to research pink sheets in more detail.

To repeat, the whole point about Pink Sheets is that the SEC isn’t involved. It’s not a recommendation for how you should proceed. There are reasons this market gets no respect, even Rodney Dangerfield would know better. However, you can make a killing in that market, some companies have gone public by executing a reverse merger with a penny stock. Mastec is an example.

It should be easy for Ninth to prove his case. All he needs to do is list some websites from companies that are selling custom stock to the public.

Here’s a list of companies that sell their stock directly to the public. I mentioned direct sales to head off the expected charge that having to buy stocks through brokerages = FASCISM. I don’t know if any of these are “custom” stock (definition?), and I’m not about to do any more research than the single Google search that yielded me this link. Ford’s in there, and it‘s known to have peculiar voting rights, as Bob_Mac mentioned earlier.

https://www-us.computershare.com/investor/plans/planslist.asp?bhjs=1&fla=0&stype=dspp

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Ninth, the fact that you found a website that sells stocks does nothing to address the legal questions at issue here.

All I can discern at the moment is that on the one hand, we have an expert attorney specializing in start ups saying, "to avoid jail, don't sell stock to family and friends" (and doesn't give any qualifications concerning "pink sheets" as a way out of this), and on the other, your claims about pink sheets. There's nothing definitive enough in what you're saying to actually risk acting on, and therefore nothing that actually furthers the case you are trying to make.

Shayne

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So should we trust Ninth, Bob, and Merlin, or an expert attorney?

Shayne

Attorney Disbarred for History of 'Reprehensible' Conduct

Tom PerrottaContactAll Articles

New York Law Journal

June 29, 2004

A 75-year-old attorney has been disbarred for what an appeals court described as a history of "reprehensible, unprofessional behavior" that included threatening judges, defying court orders and disrupting the legal process. A court disciplinary committee referee had recommended that maritime expert Kenneth Heller be suspended for at least two years. But a New York appeals court said last week that only Heller's removal from the bar would suffice.

Hmmm, guess merely being an "expert" attorney is not a valid "trust" criteria standing alone like that.

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If you’re not a health professional, why would you go to a doctor? Madoff was the finance equivalent of a fully credentialed, highly regarded doctor. But it turns out he was a quack and all his patients were killed in one fell swoop.

In general, what are your thoughts on division of labor and specialization?

It's *because* I believe in division of labor that I made this point, most people shouldn't invest at all.

Bob made the point that everybody has to invest, but I believe this to be a strawman. It's true that once you earned money, you need to chose what to do with it. Keeping it in currency on your bank account might count as "investing in currency" or buying your own home as "investing in real estate", but that obfuscates that there are two disctinct things you can do with your money: First, try to *save* it. You minimize the risk as much as possible. Second, try to make value by investing it (in real estate not being your home, company shares, etc). The crucial difference is that in the latter case you *know* something others don't - you create value with that knowledge, it becomes your profession. If you can do the latter well, you might want to give up the other profession anyway, as investment is very rewarding. You're not likely to be doing this with your life savings though. There is a grey area between those two things, which is why you can easily make a strawman out of it.

As to your analogy: If the profession in question is investment, it's the wrong way round. If you give money, you're not using the services of an investor, you are one. If the profession in question is banking, I think that they made the wrong choice in believing that a single man is a better bank than the traditional institutions.

I want to add something to this line of reasoning: Germany is more collectivist, but also much more conservative fiscally. Far less people gamble with their money the way Americans appear to do, and that goes for the small man as much as for larger corporations. Risk-taking is an American character trait, being boring is a German one. German movies are lame, but Germany did come out of the finance crisis pretty well and, despite my complaint about all the whiners around here, there is an element of awareness about the shared guilt of the gambling small man.

There is something very healthy in the believe in solid, conservative banking.

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Selene, why are you listing a lawsuit about some other random attorney as if it's connected to the author that I cited?

Shayne

- What a weird ad hominem attack.

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Selene, why are you listing a lawsuit about some other random attorney as if it's connected to the author that I cited?

Shayne

- What a weird ad hominem attack.

How so?

You blindly assert that a person who is a lawyer for 17 years and is an "expert" should be "trusted" over ND, Merlin and Bob. All three (3) have a significant ethos established here on OL.

You did not establish the probative value of the "expert" that you assert should be believed. Why, because he is 1) a licensed attorney; and 2) an expert.

So, since I am an expert on argumentation and rhetoric, having taught the subjects at one of the best universities in the United States in Speech at the time, I was pointing out the weakness of your assertion.

This you reflexively throw into you ad hominem pot.

So be it.

Adam

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Hmmmm....Maybe I judged OWS too quickly. :cool:

Welcome to Bimboville!

Ghs

And then there is the wake up call in the morning!

"It’s the Autumn of Love!

Occupy Wall Street protesters are flocking to nearby health clinics for STD and HIV testing after getting their freak on in ’60s-style hookups with crusty strangers, sources told The Post yesterday.

“Last week was free love,” said a medical professional at a clinic located a short walk from Zuccotti Park, referring to the number of people who organizers have referred for sexually transmitted disease testing.

A volunteer at the park admitted concern among protesters about STDs."

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You blindly assert that a person who is a lawyer for 17 years and is an "expert" should be "trusted" over ND, Merlin and Bob. All three (3) have a significant ethos established here on OL.

Bob and Merlin are fascists, and ND doesn't care that they are. That's the "ethos." So yes, I trust someone with actual real-world experience with startups over them.

Shayne

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If you want to defend the wealthy, defend the equality of rights of all men. But all you're doing here is defending fascism/corporatism, and if the communist reaction to the fascism continues, the wealthy will be beyond your help.

I just re-read the beginning of this thread and I think someone needs to say something fundamental about fascism.

First, fascism is leftist-code for authoritarianism in the sense of strict law enforcement. The real fascism of italy and Nazi Germany is a collectivist ideology, one can indeed detect in America, but only with a microscope (tribal nationalism, racism and national socialism). People who say America is fascist are employing the usual leftist strawman.

Communism isn't the reaction to authoritarianism, it is exactly the other way round. People are willing to grant the state more power *because* they see Occupy Wall Street and fear that these people might have their way.

I'm one of them.

Evil comes from the irrational mob, not self-interested corporations.

And also: I strongly disapprove of the equality of rights of all men. I believe it is proper for man to be free, that his individual liberty is a necessity for his mind to function freely and that a good law takes this into account. By no means I embrace the notion that it is necessary or even desirable that they are all *equally* free. What good would that do?

If collectivism is no longer part of the definition of fascism, I'm proudly a fascist.

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http://walkercorpora...ng-with-an-llc/

The third disadvantage is the limitation on capital structure; for example, it is difficult and expensive to grant options to employees/consultants in an LLC. The issuance of other types of securities can be tricky as well, such as “preferred” membership interests.

I don't know exactly what he's talking about, but that's one of my points.

You don't know what you are talking about most of the time on this thread. In the prior post you demand Ninth Doctor prove his case and attach strings to it, like suitably customized for Valve Computing. This point about LLCs is irrelevant to Valve. Valve is a regular C corporation, having been an LLC previously. Moreover, LLCs aren't designed to raise capital, especially via stocks. They are mainly for reducing taxes and limited liability.

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http://walkercorpora...ing-up-in-jail/

Securities Laws. Finally, a violation of applicable securities laws could result in criminal liability. Some of the most common securities laws violations by startups are (i) making materially false or misleading statements in connection with the offer or sale of securities; (ii) retaining unregistered finders (commonly referred to consultants, financial advisors or investment bankers) that offer and/or sell securities on a startup’s behalf for a commission; (iii) advertising, or improperly soliciting investors in connection with, the offer or sale of securities, including via email, Twitter or Facebook; and (iv) improperly offering and/or selling securities to “friends and family” who are not “accredited investors.”

What's your point? That you condone and want to license fraud? The purpose of "accredited investors" is to provide written disclosure to other investors, especially ones who know little about the person(s) doing the start-up. The presumption is that accredited investors have the ability and are going to do their homework before investing and probably demand written contracts. If you believe such person(s) should be able to raise funds from non-accredited investors without written disclosure or contracts, then what you want is a license for fraud. Such person(s) could easily defraud other investors, with the latter having no recourse to tangible evidence usable in a court of law. Oral contracts are near or 100% worthless in a court of law in this type of situation.

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http://walkercorpora...ecurities-laws/

The basic rule is that a company may not offer or sell its securities unless (i) the securities have been registered with the SEC and registered/qualified with applicable State securities commissions; or (ii) there is an exemption from registration. The most common exemption used by start-up companies is the so-called “private placement” exemption under Section 4(2) of the Securites Act of 1933. As the term implies, a private placement is a private offering to a small number of investors – like a few friends; however, there are different rules depending upon whether the investors are accredited or non-accredited.

...

So who is an “accredited investor”? The current definition of accredited investor under SEC Rule 501 includes eight different categories of investors, the most significant of which is an individual who has (i) a net worth (or joint net worth with his/her spouse) that exceeds $1 million at the time of the purchase; or (ii) income exceeding $200,000 in each of the two most recent years (or joint income with a spouse exceeding $300,000 for those years) and a reasonable expectation of such income level in the current year.

Based on the foregoing, I strongly recommend that you only offer and sell stock to those friends who meet the above net worth/income test and represent and warrant that they are accredited investors in a written agreement. Needless to say, I also strongly recommend that you retain an experienced securities lawyer to help you. Non-compliance with applicable securities laws could result in severe consequences, including a right of rescission for the stockholders (i.e., the right to get their money back, plus interest), injunctive relief, fines and penalties, and possible criminal prosecution.

So should we trust Ninth, Bob, and Merlin, or an expert attorney?

Shayne

Well, I give the attorney credit for mentioning a right of recession. He also may recognize the prevalence and possibility of fraud. Did you find out if the attorney was a fascist before relying on him? Fraud is something that you don't recognize nor seem to care about at all.

But I suppose in your fantasy world where anyone can sell stock to the general public on whatever terms they want, there wouldn't be any fraud.

Can you say 'floating abstraction'?

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