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SEC shortens Rule 144 holding periods and loosens restrictions on resales of privately placed securities

Valerie Ford Jacob (Partner at Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York, USA)
Daniel J. Bursky (Partner at Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York, USA)
Stuart H. Gelfond (Partner at Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York, USA)
Michael A. Levitt (Partner at Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York, USA)
Paul D. Tropp (Partner at Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York, USA)
Vasiliki B. Tsaganos (Partner at Fried, Frank, Harris, Shriver & Jacobson LLP, Washington, DC, USA)

Journal of Investment Compliance

ISSN: 1528-5812

Article publication date: 13 June 2008

Abstract

Purpose

The purpose of this paper is to describe recent amendments to Rule 144 of the Securities Act of 1933 concerning holding periods and resale of privately placed securities.

Design/methodology/approach

The paper describes key changes with respect to shortened holding periods, elimination of most requirements for non‐affiliates, and relaxation of requirements for sale of debt securities.

Findings

The paper finds that the SEC has adopted significant amendments to Rule 144 that will increase the liquidity of privately placed securities and ease the burden on issuers caused by having to grant burdensome registration rights. The amendments shorten the holding periods before affiliates and non‐affiliates may sell restricted securities and otherwise loosen restrictions on the public resale of equity and debt securities acquired in private placements.

Originality/value

The paper is a useful guide to rule changes written by experienced securities lawyers.

Keywords

Citation

Ford Jacob, V., Bursky, D.J., Gelfond, S.H., Levitt, M.A., Tropp, P.D. and Tsaganos, V.B. (2008), "SEC shortens Rule 144 holding periods and loosens restrictions on resales of privately placed securities", Journal of Investment Compliance, Vol. 9 No. 2, pp. 45-49. https://doi.org/10.1108/15285810810886180

Publisher

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Emerald Group Publishing Limited

Copyright © 2008, Emerald Group Publishing Limited