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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, February 21, 2008

Course Materials


The SEC adopted significant amendments to Rule 144 and Rule 145 that should make raising capital and acquisition transactions easier and less costly. The rule changes, effective February 15, 2008, will enhance the attractiveness of restricted securities as a form of acquisition currency.

While the rule changes will provide liquidity for the purchase of restricted securities, they could also create new areas for potential noncompliance. To ensure compliance, counsel for issuers, brokers and transfer agents will need to create new preventative strategies for their clients.

The rule changes also impact registration rights agreements entered into with purchasers of restricted securities. Companies that currently handle resale registration statements for the benefit of holders of restricted securities should review any related registration rights agreements.

Listen as our panel of corporate finance attorneys explains the key requirements and impact of Amended Rules 144 and 145 and discusses steps counsel for issuers, brokers and transfer agents should take immediately to ensure compliance.



  1. Key changes in Amended Rules 144 and 145
    1. Rule 144 Amendments
      1. Shortens holding period for restricted securities
      2. Resell of restricted securities by non-affiliates
      3. Manner of sale requirements for equity securities amended for affiliates’ sales
      4. Manner of sale requirements for debt securities eliminated
      5. Threshold for Form 144 filing raised for affiliates’ sales
      6. Codification of staff interpretations
    2. Rule 145 Amendments
      1. Elimination of presumptive underwriter provision
      2. Revision of resale provisions of Rule 145(d)
  2. Impact on registration rights agreements and resale registration statements
  3. Strategies for compliance
    1. Model memos, forms and representation letters
    2. Preventive procedures for dealing with legends


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?


Anne Benedict
Anne Benedict
Gibson Dunn & Crutcher

She focuses on corporate finance, business combination, securities and general corporate matters. She is a member of...  |  Read More

Michael C. Phillips
Michael C. Phillips
Davis Wright Tremaine

He counsels clients regarding ongoing compliance with federal and state securities laws, and represents clients in a...  |  Read More

Laura D. Richman
Laura D. Richman
Mayer Brown

She represents issuers and underwriters in public and private offerings of debt and equity securities. She assists...  |  Read More