consider the hypothetical case where I bought PIPE shares (I did not) and where I used my own lawyer to get a legal opinion letter.
No consider the hypothetical case where the company has instructed the TA that the company must provide the legal release.
My broker would not know this. They would take my certs and my letter - which looks legal to them - and send them in. They might not wait to credit my account. I might sell.
The shares might bounce due to a contrary instruction from the company to the TA. Suddenly I am naked short (or hedging the box on my restricted) and am part of the FTD totals.