LeapZipBlog: Vilja Kirknes

Vilja Kirknes's blog

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DFS Associates Acquisition Services Tokyo Japan on Mergers and Acquisitions: Divestitures

January 30, 2018 by Vilja Kirknes  

The continuing pursuit for growth and popular drive toward globalization pushes farther the initiation or expansion within Tokyo, Japan as a prime investment target for many global companies. Subsequently, the middle market offers numerous acquisition opportunities in all geographic areas and industry sector.


As such, DFS Associates looks for worldwide acquirers for practically all every M&A transaction the firm undertakes.


Our headquarters are located in Beijing, where our global team operates in close coordination closely with our investment banking experts in the Japan to match middle-market sellers with the widest available network of positive financial acquirers throughout the world. DFS Associates delivers vital information and resources in around 70 countries in the world.


With our firm’s profound cross-border expertise, DFS Associates likewise offers dedicated advisory services to global firms seeking potential Tokyo, Japan middle-market businesses that suit certain acquisition parameters.



DFS Associates is recognized as a trusted investment banking company worldwide, recognized as a leader in mergers and acquisitions, corporate finance, tax efficiency and divestitures, especially in the middle tiers of the private sector.

DFS Associates Corporate Finance: Selling Restricted Shares

January 23, 2018 by Vilja Kirknes  

Rule 144: Selling Restricted and Control Securities


When acquiring restricted securities or holding control securities, you have to look for an exemption from the SEC's registration conditions to trade them in the marketplace. Here is how: Rule 144 allows you to resell publicly restricted and control securities by satisfying several requirements. This article will show how to go about it. Likewise, it will also show how to have a restrictive legend removed.


Defining Restricted and Control Securities


Restricted securities are defined as securities obtained in unregistered, private sales from the issuer or from an issuer’s affiliate. Investors normally receive restricted securities through private placement offerings, employee stock benefit plans, Regulation D offerings, as remuneration for professional work, or as an exchange deal for delivering "seed money" or capital to start a company. Rule 144(a)(3) specifically defines what sales create restricted securities.


Control securities are defined as those held by an affiliate of the issuing firm. An affiliate is one who has management control over an issuer, for instance, a director or a majority shareholder. Specifically, management control means the capacity to direct the operations and policies of the firm involved, either through the ownership of voting securities, either by contract or otherwise. Hence, when you acquire securities from an affiliate or a controlling person, you acquire restricted securities, even though that person was not restricted while holding it.


When you take restricted securities, more often than not, you will get a certificate marked "restricted". The mark or legend signifies that you may not resell the securities in the marketplace unless they are SEC- registered or are exempt from the registration conditions. Control securities certificates often do not have such a legend.


What Are the Conditions of Rule 144?


To sell restricted or control securities publicly, follow Rule 144’s requirements. Although the rule does not cover all means for selling restricted or control securities, it provides a protective exemption to sellers, according to the five conditions listed below:


Holding Period. Before you are permitted to sell restricted securities publicly, you need hold them for at a minimum of a year. The one-year period holding period starts from the time the securities were acquired and fully paid for. The holding period only covers restricted securities. Because securities acquired publicly are not restricted, no holding period is required for an affiliate who buys securities of the issuer in the marketplace. However, an affiliate's resale falls under the rule’s other requirements.


Additional securities bought from the issuer do not affect the holding period of similar securities previously purchased. If you acquired restricted securities from another non-affiliate, you can apply on that non-affiliate's holding period to your own holding period. For gifts made by an affiliate, the holding period starts at the time when the affiliate purchased the securities, not at the time it was given. For a stock option that an employee receives, for instance, the holding period always starts from the date the option is exercised, not the time it was received by the employee.


Adequate Current Information. Sufficient current information is required about the issuer of the securities before a sale can be consummated. Generally, this signifies the issuer has satisfied periodic reporting stipulated by Securities Exchange Act of 1934.


Trading Volume Formula. Upon expiry of the one-year holding period, the number of shares you are allowed to sell within any three-month period must not be greater than 1% of the outstanding shares of the same class being sold; or if the class is listed on a stock exchange or Nasdaq-quoted, the higher of 1% or the reported weekly trading volume average within the four weeks prior to filing a notice of the sale on Form 144. Over-the-counter stocks, such as those quoted on the OTC Bulletin Board and the Pink Sheets, are permitted for sale using the 1% condition.


Ordinary Brokerage Transactions. Sales have to be implemented in all respects as ordinary trading transactions; and brokers are not allowed to receive above-regular commissions. Both the seller and the broker cannot solicit orders to purchase the securities.


Filing Notice with the SEC. At the time the order was made, you must submit a notice with the SEC on Form 144 if the sale covers over 500 shares or the total amount is more than $10,000 in any three-month duration. The sale must be done within three months of filing the Form and, if the securities have not been traded, you are required to file an amended notice.


If you are not an affiliate of the issuer and hold restricted securities for already two years, you are exempt from the above conditions.


Can the Securities Be Sold Publicly If the Conditions of Rule 144 Have Been Met?


Even after satisfying Rule 144 conditions, you are not allowed to sell your restricted securities publicly until you the legend has been removed from the certificate. The restricted legend can only be removed by a transfer agent. However, the transfer agent will not remove the legend until you have been allowed by the issuer to do so — often through an opinion letter from the issuer's counsel. Without that, the transfer agent is not permitted to remove the legend and consummate the trade in the marketplace.


To commence the process, an investor should get in touch with the firm that issued the securities, or the transfer agent of the firm's securities, to inquire regarding the process for removing a legend. The process of removing the legend can be an intricate step, in case you plan to buy or sell a restricted security.


What If a Dispute Arises Over Whether One Can Remove the Legend?


In case a dispute ensues about whether a restricted legend can be removed or not, the SEC is not obligated to intervene. The question is a matter exclusively left in the hands of the issuer of the securities. State law, not federal law, supervises such disputes regarding legend removal. As such, the SEC will not get involved in any decision or issue about removing a restrictive legend.



DFS Associates is recognized as a trusted investment banking company worldwide, recognized as a leader in mergers and acquisitions, corporate finance, tax efficiency and divestitures, especially in the middle tiers of the private sector. DFS Associates is recognized as a trusted investment banking company worldwide.

DFS Associates Acquisition Services Tokyo Japan on Mergers and Acquisitions: Valuations

January 17, 2018 by Vilja Kirknes  

Knowing your firm’s market value is crucial in coming up with intelligent decisions for future growth. DFS Associates’ Professional Services group adheres to a strategic valuation procedure to derive a company’s worth and determine prospective market options.


Complete Client Analysis


DFS Associates require our clients to fill-out a comprehensive questionnaire presenting information on company assets, organization, nature of business and marketing programs. The data provided is vital in providing the foundation for analysis and research.


Market Research


DFS Associates conduct a full market study to determine industry-related historical and expected growth rates, performance ratios and general industry patterns. Our market research likewise aids in identifying possible growth options and establish credence and evidence for the company's pro-forma financial statements.


Recasting and Pro Formas


Our strategy involves reconfiguring the firm's last five-year financials to imitate the operations of a wholly owned subsidiary of a bigger firm. These recasted historical financial statements will then be used as basis for developing five-year pro formas of income statements, balance sheets and cash flow statements, reflecting the real financial operating capability of the firm.




Based on the previous process, we come up with the Platform, an evaluation paper based on comprehensive research and evaluation of a firm's operations, financials and sector. The Platform requires 120 days to accomplish and is customized to our clients’ particular objectives and distinctive situations.


IRS Capital Gain


Based on the Internal Revenue Code, Capital Gain is the profit derived from the sale or exchange of a capital asset. For instance, a stock sold for profit will have a capital gain which is the difference between the net sales price and the original cost or basis price. Capital Gains, however, may be offset by capital losses and capital-loss carryovers.


How do I become involved?


Firstly, we request for your non-performing holdings. As your mediator, we will try to find a matching client open to exchanging securities with you. Please fill out the attached response form and submit to our offices through email or fax.


Capital Gain Tax



Capital Gains are incomes arising from the sale of an asset. A capital gain requires payment of a capital gains tax. The amount capital gains tax will vary according to whether the asset was held for a long or a short period. The tax rate on short-term capital gains is greater than the tax rate on long-term capital gains. Hence, the timing of capital-asset swaps is a vital decision factor.

About DFS Associates Acquisition Services Tokyo Japan

January 16, 2018 by Vilja Kirknes  


DFS Associates is recognized as a trusted investment banking company worldwide, recognized as a leader in mergers and acquisitions, corporate finance, tax efficiency and divestitures, especially in the middle tiers of the private sector.


The firm’s financial experts possess a broad spectrum of experience and involvement in assisting numerous business owners in assessing, enhancing, improving and selling their businesses and minimizing Capital Gain tax payments. Clients will receive a one-of-a-kind mix of high-level Wall-Street capability and extensive middle-market know-how, derived through many years of direct engagement as entrepreneurs and as professional counselors to mid-sized businesses owners.


Our company’s mission is to become an unparalleled global investment-banking firm for the private middle market, especially in providing excellent client service.


DFS Associates demand from our people the highest levels of professional conduct, observance of high ethical values and expert performance beyond client, employee and shareholder expectations within our entire organization.


Global Reach


DFS Associates serve the needs of private middle-market firms all over Tokyo, Japan and bring them to global markets to attain their acquisition, merger, tax minimization and divestiture goals.


Market Focus


Our firm focuses exclusively in the private middle market, gaining many years of unequalled expertise in the process.


Extensive Industry Exposure


Our one-of-a-kind strategy in dealing with the markets qualifies us to serve firms in practically all sectors and areas in the country.


Talented Team



Our M&A group of financial experts provide service to numerous global and local middle-market investors and firms.