The purpose of this memorandum is to review certain reporting and disclosure requirements, and certain restrictions that may limit the disposition of securities of the company held by its officers, directors and principal shareholders, which are imposed by the Securities Act of 1933, the Securities and Exchange Act of 1934, and the rules of the Securities and Exchange Commission thereunder. This memorandum is prepared for the management of the company and should be treated as a confidential communication between the company and its counsel.
California Limitation on Disposition of Securities Memorandum
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On April 6, 2017, the California Franchise Tax Board (FTB) issued Technical Advice Memorandum (TAM) 2017-03, providing guidance on the application of the loss limitation rules under Internal Revenue Code (IRC) Sections 382, 383 and 384 for California tax purposes as it relates to apportioning taxpayers.
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Except in a summary judgment or summary adjudication motion, no opening or responding memorandum may exceed 15 pages.
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