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To: watchman who wrote (2059)	11/15/2002 1:07:38 PM
From: Eric Fader	of 3702

<There is no legal restriction to a person selling their shares under a private transaction especially after holding the shares for a long period.> Sorry for the confusion - I gave a brief and hyper-technical answer. That's what happens when I try to post on SI while simultaneously doing other things. All I meant was, for someone to sell unregistered stock, there needs to be an exemption available from the SEC's registration requirements. The company can require the selling stockholder to obtain an opinion of counsel that the sale or other transfer is permissible. I was focusing more on the fact that neither the Certificate of Incorporation and By-Laws, nor even Delaware law, gives stockholders a blanket right to sell their stock, and not whether it's do-able from a practical standpoint. You are correct that if this private sale occurs some time after the selling stockholder's original purchase, no regulator would conclude that the sale was somehow tied to the original distribution by the issuer (i.e., the company).