Client Alert
| November 19, 2007
The SEC Adopts Significant Amendments to Rules 144 and 145 under the Securities Act of 1933
On November 15, 2007, in an open meeting the Securities and Exchange Commission (the “SEC”) adopted1, with some important revisions, substantially all the proposed amendments2 (the “Amendments”) to Rules 144 and 145 under the Securities Act of 1933 (the “Securities Act”). The Amendments, among other things, significantly shorten the holding period applicable to affiliates and non-affiliates that seek to resell restricted securities of reporting companies pursuant to Rule 144 and substantially reduce the other Rule 144 requirements applicable to resales by non-affiliates. The SEC believes these amendments will increase the liquidity of privately sold securities and decrease the cost of capital for all companies without compromising investor protection. The Amendments will be effective 60 days after their publication in the Federal Register.
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This memorandum is intended only as a general discussion of these issues. It is not considered to be legal advice. We would be pleased to provide additional details or advice about specific situations. For additional information on this important topic, please feel free to call upon your Dewey & LeBoeuf relationship partner. No part of this publication may be reproduced, in whole or in part, in any form, without our prior written consent.
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