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In one of the last major Enron‐related corporate reforms, the SEC approved on November 4, 2003 the final versions of both the New York Stock Exchange’s and Nasdaq’s corporate governance proposals. Generally, both sets of rules require listed companies to have a majority of their boards comprised of independent directors. In addition, the rules impose significant responsibilities on listed companies’ nominating, compensation, and audit committees. With certain exceptions, both NYSE and Nasdaq companies will have until the earlier of (i) the company’s first annual meeting occurring after January 15, 2004 or (ii) October 31, 2004 to comply with the new rules. This article compares both sets of new rules to current rules, discusses the differences between the NYSE’s and Nasdaq’s new rules and suggests steps issuers should take to comply with the new rules.

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.

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.

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.

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