Special Report of the TriBar Opinion Committee-Opinions on Secondary Sales of Securities

摘要

A secondary sale opinion is based on particular facts that typically are assumed in the opinion or implied. The most important of these are the acquirer's giving of value and its lack of notice of adverse claims. The legal conclusions that flow from these facts permit lawyers to give an opinion that the acquirer is acquiring the security or security entitlement without being subject to adverse claims. The lawyers can do so without having to determine whether the seller had title to or another interest in the security or security entitlement.