Client Alert
| December 14, 2007
The SEC Publishes Final 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”) adopted, with some important revisions, substantially all the proposed amendments (the “Amendments”) to Rules 144 and 145 under the Securities Act of 1933 (the “Securities Act”). The SEC published the adopting release3 with the final text of the Amendments on December 6, 2007. The Amendments 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 on February 15, 2008. The SEC has stated in the adopting release that the revised holding periods and other Amendments are applicable to securities acquired before or after the effective date of the Amendments.
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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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