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ARTICLE · 03 JANUARY 2008

SEC Adopts Revisions To Rules 144 And 145

Morrison Foerster
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On December 6, 2007, the Securities and Exchange Commission (“SEC”) issued its final rules (“New Rules”) that reduce restrictions on unregistered resales of securities into the public markets.

United StatesFinance and Banking
Andrew Thorpe
Andrew Thorpe
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On December 6, 2007, the Securities and Exchange Commission ("SEC") issued its final rules ("New Rules") that reduce restrictions on unregistered resales of securities into the public markets.  The New Rules amend Rule 144 to relax a number of impediments to reselling both restricted and control securities into the public market and codify a number of SEC staff interpretive positions related to tacking of holding periods.  The New Rules also amend Rule 145 to eliminate most resale restrictions on shares acquired in registered business combination transactions.

I.          BACKGROUND

The safe harbor provided by Rule 144 permits unregistered public resales of securities acquired directly from an issuer, referred to as "restricted" securities, and unrestricted securities held by affiliates of the issuer, referred to as "control" securities, without having to comply with the costly and time

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