SEC Adopts Proposed Changes To Rule 144 And Rule 145

In a dramatic move that will enhance liquidity for public and private companies, the Securities and Exchange Commission ("SEC") recently adopted amendments to Rule 144 and Rule 145, which become effective February 15, 2008.

These amendments to Rules 144 and 145 will enhance liquidity for affiliate and non-affiliate holders of restricted securities. The holding period for restricted securities of companies that report to the SEC under the Securities Exchange Act of 1934 (the "Exchange Act") will be shortened to six months, after which securities held by non-affiliates will, in most cases, be freely saleable, and those held by affiliates will be saleable subject to the requirements of Rule 144. The amendments also substantially eliminate the presumptive underwriter provisions of Rule 145, thereby facilitating the resale of restricted securities received in business combination transactions. The codification