News & Analysis as of

Rule 144

Control Persons And Underwriter Status

by Allen Matkins on

Yesterday's post concerned someone who allegedly bragged about being in control of an issuer, but not taking a formal position with the issuer so as to avoid the volume limitations under Rule 144. Despite this alleged...more

Court Reminds SEC That Rule 144 Is A Non-Exclusive Safe Harbor

by Allen Matkins on

Just over five years ago, Barry Epling went to breakfast with two of his business colleagues. At the breakfast, he discussed his relationship with Hemp, Inc., explaining that he and his long-time friend and business advisor,...more

SEC Provides Regulatory Relief for Hurricane Victims

The Securities and Exchange Commission (SEC) has provided welcome relief to companies that have been directly or indirectly affected by Hurricanes Harvey, Irma or Maria and their respective aftermaths. The relief includes...more

SEC Settles Another AML Action

by Dorsey & Whitney LLP on

The Commission has increasingly focused on anti-money laundering compliance and the filing of SARs. See, e.g., SEC v. Alpine Securities Corp., No. 1:17-cv-04179 (S.D.N.Y. Filed June 5, 2017). Earlier this year the agency...more

SEC Issues Interpretive Guidance for Up-C Structures Permitting Holding Period Tacking under Rule 144 for Unit-for-Share Exchanges

by Ropes & Gray LLP on

On November 1, 2016, the staff of the Securities and Exchange Commission (the “SEC”) issued interpretive guidance concluding that in Up-C structures the holding period of LLC units or other partnership interests (the “OP...more

SEC Issues C&DIs on CEO Pay Ratio Disclosure, Exempt Offerings Under Rule 701 and Sales of Securities Under Rule 144(d)

by Dechert LLP on

Item 402(u) of Regulation S-K allows a company to identify its median employee by using annual total compensation or any other compensation measure that is consistently applied (a “CACM”) to all employees included in the...more

Up-C Rule 144 Relief

On November 1, 2016, the SEC issued a no-action letter with respect to the required Rule 144 holding period after the exchange of partnership interests in an umbrella operating partnership (OP units) into shares of its parent...more

Corporate and Financial Weekly Digest - Volume XI, Issue 42

by Katten Muchin Rosenman LLP on

SEC/CORPORATE - SEC Division of Corporation Finance Issues C&DIs on Exempt Offerings Under Rule 701 and Sales of Securities Under Rule 144(d) - On October 19, the staff of the Division of Corporation Finance of...more

The RAISE Act: A New Securities Exemption to Help Start-ups Raise Money?

If you hold stock in a start-up company, you may have noticed that your stock certificate has a daunting message in all capital letters that reads something like: - THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED...more

SEC Interpretive Guidance Permits Tacking of Rule 144 Holding Period for REIT Common Stock Acquired Upon Redemption of OP Units in...

by Morrison & Foerster LLP on

On March 14, 2016, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) issued interpretive guidance (the “Guidance”) affirming that, in a traditional UPREIT structure, the...more

SEC Issues Guidance Clarifying Rule 144(d)(1) Holding Period Requirements For REIT Shares Exchanged For Operating Partnership...

by Proskauer Rose LLP on

On March 14, 2016, the staff of the SEC's Division of Corporate Finance issued a no-action letter (the "No-Action Letter") concluding that, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended...more

"Corporate Finance Alert: SEC Staff Issues Rule 144 Guidance Related to REIT Shares Received in Exchange for Operating Partnership...

The staff of the SEC’s Division of Corporation Finance recently issued an interpretive letter concluding that, for purposes of Rule 144 under the Securities Act, the holding period for shares of a publicly traded real estate...more

SEC Issues Guidance with respect to the Conversion of a REIT’s OP Units

On March 14, 2016, the Staff of the Securities and Exchange Commission (SEC) issued interpretative guidance in response to a request from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated with respect...more

SEC Permits Immediate Resale Under Rule 144 of REIT Shares Issued in Exchange for OP Units

by Goodwin on

On March 14, 2016, the SEC issued a no-action letter permitting holders of shares of common stock of a publicly traded REIT, or REIT shares, received in exchange for privately placed units of the REIT’s operating partnership,...more

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