The interplay of SEC Rule 145(d) and Section 3(a)(10) of the Securities Act of 1933

Article Abstract:

Some stock sales that had been considered subject to holding periods under SEC Rule 144 are exempt from holding and registration requirements under current interpretation of Rule 145(d) and Section 3(a)(10) of the Securities Act of 1933. These are sales by persons affiliated with the company whose stock is being sold who have become affiliates of that company's acquirer. Because of the potential confusion possible in this sort of sale, corporate counsel are advised to require notification prior to this type of stock sale by officers or other affiliates to prevent violations under Section 16 of the Securities Act of 1933.

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SEC rule 701: does rule 701 status "flow through" to transferees?

Article Abstract:

Rule 701 stock is exempted from the registration and the prospectus delivery requirements of the 1933 Securities Act if certain conditions are met. This raises the question of the transferability of 701 stock. The stock can be sold 90 days after purchase if the company has become publicly traded under the 1934 Act. The SEC will allow a transfer of 701 stock as a gift and the stock will retain its 701 status. Rule 701 status also flows through in the case of bona fide pledges. Rule 701 status does not flow through to an outright purchaser, however.

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A question arising under Rule 144(d)(1) when a non-affiliate sells restricted securities in a private sale

Article Abstract:

Rule 144(d)(1) is interpreted. This rule relates to the holding period required before a purchaser of securities from a non-affiliate seller can sell the securities publicly. The period of time which they were held by the non-affiliate seller can count towards the one-year holding period required for the public sale.

Legal issues & crime, Government regulation (cont), Government regulation, Regulation, Licensing, and Inspection of Miscellaneous Commercial Sectors, Securities & Commodities Regulatn, Legal/Government Regulation, Time (Law)

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