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5.11.2: Note on Consultants and Advisors Under Rule 701 and Form S-8
Contributing Editor: Thomas G. Lovett IV of Lindquist & Vennum, PLLP
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Abstract
Section II (D) of Securities & Exchange Commission Release No. 33-7645 announced revisions to the Rule 701 treatment of "consultants and advisors." Pursuant to the revisions, the Rule 701 definition of "consultants and advisors" is harmonized with the definition used in the Form S-8 requirements, which were discussed in another SEC document, Release No. 33-7646 (the "Release"). This note summarizes the SEC's current approach to interpreting "consultants and advisors" for Form S-8 and Rule 701 purposes. Further, this note cites the title and content of interpretive letters that can no longer be relied upon for purposes of Rule 701. A. Form S-8 and Rule 701 Definition of "Consultants and Advisors" 1. Consultants and advisors cannot receive securities under Form S-8 or Rule 701 either as compensation for any services that directly or indirectly promote or maintain a market for the issuers securities, or...
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