Corporate Alert: SEC Adopts Rule Amendments to Increase Liquidity and Decrease Issuer Capital Costs


On February 15, 2008, recently adopted amendments to Rule 144 and Rule 145 of the Securities Act will take effect. The amendments are intended to increase the liquidity of privately sold securities and securities acquired in business combinations by giving holders the ability to resell those securities more rapidly without registration under the Securities Act.

The Rule 144 amendments shorten the holding period for the resale of restricted securities of reporting companies from one year to six months, simplify the conditions for non-affiliates of reporting companies to freely resell restricted securities after satisfying the new six-month holding period, and allow non-affiliates of reporting companies to freely resell their securities without applying any other Rule 144 requirements after a one-year holding period. The amendments to Rule 145 generally limit restrictions on resale of securities acquired in business combination transactions to securities acquired from shell companies.

Please see full alert for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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