SEC Proposes Significant Revisions To Securities Act Rules 144 And 145

Article by Richard A. Steinwurtzel, Joshua Wechsler, Timothy E. Peterson, Karen C. Wiedemann, Valerie Ford Jacob, Jonathan S. Adler, Daniel J. Bursky, Jessica Forbes, Stuart H. Gelfond, Michael A. Levitt, Paul D. Tropp, Vasiliki B. Tsaganos, Anita J. Finkelstein

For the first time in a decade, the Securities and Exchange Commission (the "SEC" or the "Commission") has proposed changes to its regulations governing public resales of unregistered securities under Rule 144, with correlative changes to Rule 145 (the "Proposals"),¹ under the Securities Act of 1933 (the "Securities Act").

The aim of the Proposals is to simplify the resale of unregistered securities. If adopted, the Proposals would abbreviate holding period requirements, ease other elements of compliance with current Rules 144 and 145 and codify a number of interpretative positions taken by the Commission staff with respect to Rule 144 matters. Most significantly, the Proposals would: