Our lawyers provide innovative and practical counsel on a wide variety of capital raising and securities law compliance matters. We represent clients ranging from emerging private companies to established public companies. With each, we build long-term relationships, generating efficiencies and helping them realize their business goals.
SEC Proposes Amendments to Rules 144 and 145
July 3, 2007 Full PDF
The SEC has proposed significant amendments to Rules 144 and 145 for public comment that would (a) reduce the holding period for resales of restricted securities of reporting companies from one year to six months, subject to a proposed tolling provision, (b) toll the holding period during any time a securityholder enters into certain hedging transactions, up to a maximum holding period of one year, (c) permit non-affiliates to resell restricted securities freely under Rule 144 after the holding period, subject to no other Rule 144 limitations except that the current public information requirement would remain for one year, (d) eliminate the "manner of sale" requirements with respect to debt securities, (e) increase the Form 144 filing thresholds, (f) codify certain SEC staff positions regarding Rule 144, and (g) eliminate Rule 145's presumed underwriter provisions except for transactions involving shell companies and revise the Rule 145(d) resale requirements to conform to the proposed Rule 144 amendments.