SEC Adopts Rule 144 And Rule 145 Amendments

Introduction

On December 6, 2007, the Securities and Exchange Commission (the "SEC") adopted amendments to Rules 144 and 145 under the Securities Act of 1933, as amended (the "Securities Act").¹ In the adopting release, the SEC stated that it believes that these amendments will increase the liquidity of privately sold securities and decrease the cost of capital for all issuers without compromising investor protection. These amendments are substantially similar to the proposed amendments released in June 2007,² but have eliminated the proposed "tolling" provisions. The amendments are effective as of February 15, 2008 (but apply to securities acquired at any time, even before February 15).