Restricted Securities: Comply with New SEC Amendments to Rules 144 and 145
Legal Strategies to Meet Capital Raising and Disclosure Requirements
New SEC Amendments Effective February 15
Recording of a 90-minute premium CLE webinar with Q&A
Outline
- Key changes in Amended Rules 144 and 145
- Rule 144 Amendments
- Shortens holding period for restricted securities
- Resell of restricted securities by non-affiliates
- Manner of sale requirements for equity securities amended for affiliates’ sales
- Manner of sale requirements for debt securities eliminated
- Threshold for Form 144 filing raised for affiliates’ sales
- Codification of staff interpretations
- Rule 145 Amendments
- Elimination of presumptive underwriter provision
- Revision of resale provisions of Rule 145(d)
- Rule 144 Amendments
- Impact on registration rights agreements and resale registration statements
- Strategies for compliance
- Model memos, forms and representation letters
- Preventive procedures for dealing with legends
Benefits
The panel reviewed these and other key questions:
- What are the most significant changes made by the Rule 144 and Rule 145 amendments?
- How will the new rules affect resales of registered securities received by affiliates of the target company in a merger?
- What compliance and prevention strategies should counsel for issuers, brokers and transfer agents employ immediately?
Faculty

Anne Benedict
Partner
Gibson Dunn & Crutcher
She focuses on corporate finance, business combination, securities and general corporate matters. She is a member of... | Read More
She focuses on corporate finance, business combination, securities and general corporate matters. She is a member of the Committee on Federal Regulation of Securities of the ABA's Business Law Section.
Close
Michael C. Phillips
Partner
Davis Wright Tremaine
He counsels clients regarding ongoing compliance with federal and state securities laws, and represents clients in a... | Read More
He counsels clients regarding ongoing compliance with federal and state securities laws, and represents clients in a variety of business transactions, including mergers and acquisitions.
Close
Laura D. Richman
Counsel
Mayer Brown
She represents issuers and underwriters in public and private offerings of debt and equity securities. She assists... | Read More
She represents issuers and underwriters in public and private offerings of debt and equity securities. She assists issuers in reporting and disclosure obligations pursuant to federal securities laws.
Close