News & Analysis as of

Securities Act of 1933 › Rule 144

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Whitman Legal Solutions, LLC

Selling Real Estate Securities: Presumptive Underwriters

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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

Morrison & Foerster LLP

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

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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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Amendments to Rule 144 and Form 144

Skadden, Arps, Slate, Meagher & Flom LLP on

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

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

Wilson Sonsini Goodrich & Rosati on

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

McGuireWoods LLP

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

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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

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

Proskauer Rose LLP

A User's Guide to LTIP Units: A Special Form of Equity Compensation for UPREITs

Proskauer Rose LLP on

In the universe of equity compensation, an "LTIP" is a commonly used term that invokes a "long term incentive program," which is any form of award of cash or shares paid or issued in order to attract, retain and incentivize...more

Latham & Watkins LLP

The Latham & Watkins Global IPO Guide - 2020 Edition

Latham & Watkins LLP on

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

Goodwin

SEC Deems Digital-Currency Investment Vehicle a Reporting Company

Goodwin on

On January 21, 2020, Grayscale Bitcoin Trust (the “Trust”) became the first digital currency investment vehicle to attain the status of an SEC reporting company. The Trust’s sponsor, Grayscale Investments, LLC (“Grayscale”),...more

Bass, Berry & Sims PLC

How to Avoid Running a PIPE into Section 5 Problems: A Recent SEC Comment Letter Example

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An SEC comment letter exchange recently made public serves as a helpful reminder to consider Section 5 of the Securities Act when structuring a PIPE (private investments in public equity) transaction. In a PIPE, a public...more

Goodwin

Basis Stablecoin Shuts Down Due To What it Deems A “Serious Negative Impact” of U.S. Securities Regulations

Goodwin on

Basis, one of the most well-funded crypto-startups, had plans to create an algorithmic central bank that aimed to create a price-stable cryptocurrency within a decentralized monetary system. In its April 2018 fundraising...more

Allen Matkins

Control Persons And Underwriter Status

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

Allen Matkins

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

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

Proskauer Rose LLP

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

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

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