News & Analysis as of

Securities and Exchange Commission (SEC) Rule 144

White & Case LLP

T+1 Settlement Cycle to Take Effect on May 28, 2024

White & Case LLP on

Beginning May 28, 2024, the new T+1 settlement cycle will apply to most routine securities transactions, which means that the settlement period for most securities issuances and trades will shorten from two business days...more

Goodwin

Developments in Reverse Merger Transactions: “Shell Company” Definition and New Constraints on Resales of Securities Acquired in...

Goodwin on

The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened...more

Wilson Sonsini Goodrich & Rosati

SEC Publishes Spring 2023 Regulatory Agenda

On June 13, 2023, SEC Chair Gary Gensler announced the release of the SEC’s Spring 2023 Regulatory Agenda (Regulatory Agenda), which outlines the SEC’s rulemaking priorities over the next 12 months. The Regulatory Agenda...more

Cooley LLP

Form 144 Goes Digital

Cooley LLP on

Venture capital and private equity funds with public companies in their portfolios – or whose principals sit on public company boards – are likely to be impacted by the new electronic filing requirements adopted by the...more

Cadwalader, Wickersham & Taft LLP

Preparing for the New SEC Electronic Filing Requirements for Form 144 – What Public Companies and Their Affiliates Need to Do to...

The U.S. Securities and Exchange Commission (the “SEC”) has adopted new rules that will require the affiliates of public companies to electronically submit their Form 144 filings (as opposed to filing those forms manually),...more

Whitman Legal Solutions, LLC

Selling Real Estate Securities: Presumptive Underwriters

Most of us think of an underwriter as a brokerage company that helps an issuer with their initial public offering (IPO). Underwriters use their knowledge of the securities market to structure, price, and sell the securities....more

White & Case LLP

SEC Releases Electronic Form 144

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On September 23, 2022, the Securities and Exchange Commission (the "SEC") released the electronic version of Form 144. This follows the SEC's adoption on June 2, 2022 of rule amendments that require all Forms 144 to be filed...more

Farrell Fritz, P.C.

Push to Facilitate Liquidity in Private Companies

Farrell Fritz, P.C. on

What do founders, employees and investors in privately held companies all have in common?  Limited opportunity to sell their shares.  That’s because of various legal, contractual and market factors that impede the sale of...more

Eversheds Sutherland (US) LLP

XBRL reporting rules for BDCs come into effect as SEC adopts new electronic filing requirements

On August 1, 2022, the SEC’s structured data reporting rules governing business development companies will become effective. These rules, which were originally adopted in April 2020, require BDCs to tag certain submissions...more

BCLP

More on new SEC electronic filing requirements - Form 11-Ks and “glossy” annual reports

BCLP on

Earlier this month, the SEC announced the amendment of its electronic filing rules. In addition to Form 144 filings, which we discussed in our June 22 post, the amendments will affect Form 11-Ks and “glossy” annual reports,...more

BCLP

SEC’s Form 144 Electronic Filing Mandate: Another Task for Company Counsel’s To-Do List?

BCLP on

The SEC recently adopted amendments mandating that certain documents and forms, including Forms 144, be submitted electronically, rather than in paper form. The Form 144 electronic filing requirement will begin six months...more

Mayer Brown Free Writings + Perspectives

Recalibrating Regulation of Private Markets?

In various public statements of late, representatives of the Securities and Exchange Commission have noted concern regarding the growth of the private markets.  The statements have pointed to the fact that fundraising in the...more

Morrison & Foerster LLP

Margin Loans and Former SPACs: Rules 144 and 145 Impose Important Additional Requirements on Resales of Securities

This article focuses on complications arising under the Securities Act of 1933, as amended (“Securities Act”), relating to de-SPACed public companies that may restrict foreclosing lenders from selling shareholdings pledged...more

WilmerHale

SEC Announces RegFlex Agenda

WilmerHale on

On June 11, 2021, the Securities and Exchange Commission announced its Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions (RegFlex Agenda). The RegFlex Agenda sets forth the short-term and long-term regulatory...more

Akin Gump Strauss Hauer & Feld LLP

Market Update: More From the SEC/others on 10b5-1 Plans

As noted in our blogpost last week, Gary Gensler, Chair of the U.S. Securities Exchange Commission, has asked the Commission staff to consider updates to Rule 10b5-1 in an effort to “address cracks” in the current insider...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments to Rule 144 and Form 144

On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed to amend Rule 144 to revise the holding period determination for securities acquired upon conversion or exchange of certain “market adjustable...more

Orrick - Finance 20/20

SEC Proposes Amendment to Rule 144

Orrick - Finance 20/20 on

On December 22, the SEC proposed to amend Rule 144. Among other things, the amendment would revise the holding period determination to the date of acquisition upon the conversion or exchange for market-adjustable securities...more

K&L Gates LLP

SEC Proposes Revisions to Rule 144 and Form 144

K&L Gates LLP on

On 22 December 2020, the Securities and Exchange Commission (the SEC) proposed various amendments to Rule 144, including changes related to the filing of Form 144. The proposed amendments also include a minor change to Forms...more

Wilson Sonsini Goodrich & Rosati

SEC Seeks to Amend Rule 144 Holding Period for Certain Securities and Form 144 Filings

Last week, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Rule 144 to revise the holding period by limiting tacking for certain market-adjustable securities and to Form 144 filings. ...more

BCLP

SEC Rule 144 Proposals Target “Toxic” Convertible Securities and Paper Filings

BCLP on

Last week the SEC proposed to amend Rule 144 in order to: ..Eliminate tacking for shares underlying market-adjustable securities of unlisted companies ..Update and simplify certain filing requirements, including...more

McGuireWoods LLP

SEC Proposes Change to Rule 144 Holding Period for Variable Rate Convertible Securities

McGuireWoods LLP on

On Dec. 22, 2020, the U.S. Securities and Exchange Commission (SEC) proposed rule changes that would require the mandatory six-month holding period under Rule 144 to begin at the time of conversion or exchange of a security...more

Mayer Brown Free Writings + Perspectives

Proposed Amendments to Rule 144

In its 2019 Concept Release on Harmonization of Securities Offerings,1 the US Securities and Exchange Commission (SEC) included a section requesting comment regarding resale exemptions, including Rule 144. While the SEC...more

Sullivan & Worcester

SEC proposed changes to Form 144 and other aspects of Rule 144

Sullivan & Worcester on

The SEC has proposed amendments that would mandate electronic filing of Form 144 (currently it may be filed either by mail or electronically), eliminate the requirement to file a Form 144 with respect to sales of securities...more

Foley & Lardner LLP

SEC Proposes Amendments to Rule 144 and Form 144

Foley & Lardner LLP on

On December 22, 2020, the Securities and Exchange Commission voted to propose an amendment to Rule 144 under the Securities Act of 1933 to revise the holding period determination for securities acquired upon the conversion or...more

Cooley LLP

Blog: SEC proposes changes to Rule 144

Cooley LLP on

Surprise! Yesterday, the SEC announced that it had voted, without an open meeting, to propose amendments to Rule 144 to revise the method for determining the holding period—essentially eliminating tacking—for securities...more

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