Posted on January 11, 2008 by Joseph M. Wallin

Implementing the Amendments to SEC Rule 144

Shorter holding periods, fewer restrictions on shareholder resales

By Marcus Williams

On Feb. 15, 2008, newly adopted amendments to Securities Act Rule 144, which governs private resales of restricted securities between qualified institutional buyers, will go into effect, allowing institutional shareholders of both public and private companies to resell shares without registration. The amendments to Rule 144 were adopted in order to simplify compliance with the rule and to further facilitate resales, in order to promote efficiency of the capital markets. The amendments apply both to affiliate and non-affiliate shareholders, albeit in slightly different ways. Following are the most important aspects of the amendments. Continue reading...
Tags: , , ,
Posted on November 16, 2007 by Michael C. Phillips

Significant Impacts on Securities and M&A Transactions Expected from Rule 144/Rule 145 Changes.

At yesterday’s open meeting, the SEC adopted significant changes to Rule 144 and Rule 145. The amendments were adopted largely as proposed and will be effective 60 days after publication in the Federal Register (www.sec.gov/news/press/2007/2007-233.htm).

Among other changes, the amendments to Rule 144 will:

  • shorten the holding period for restricted securities of reporting companies to six months; and 
  • allow non-affiliates of reporting companies to freely resell restricted securities after satisfying a six-month holding period and allow non-affiliates of non-reporting companies to freely resell restricted securities after satisfying a 12-month holding period.
The amendments to Rule 145 will: 
  • eliminate the presumptive underwriter provision, except with respect to transactions involving blank check or shell companies; and
  • revise the resale provisions of Rule 145(d).

All of these changes should make capital raising and acquisition transactions easier and less costly.

Tags: , , , , ,