SEC Memo from Washington DC SEC counsel

Summary of U.S. Securities Laws Governing Reporting Public Companies and Their Officers, Directors and Significant Shareholders:

February 2008 SEC legal MEMO from Michael Paige

2 Responses to “SEC Memo from Washington DC SEC counsel”

  1. Robert Rhodes says:

    Thank you! This was very beneficial and helped clarify many new items that the SEC has issued. One question though was on the new 144 rule time frames - could you clarify that?

  2. Robert Rhodes says:

    From Michael Paige:

    Holding periods (for securities that are not initially issued by a “shell” company):

    Reporting Issuers [filing 10-K’s, 10-Q’s etc]

    Non-Affiliate: 1st 6 months — No resales
    2nd 6 months — Unlimited Resales as long as issuer has current public information on file
    After 1 year — Unlimited Resales with no other requirements

    Affiliates: 1st 6 months — No resales
    After 6 months — Resales in accordance with all 144 requirements, current public info., volume limit, manner of sale, Form 144

    As to non-reporting companies, for non-affiliates no resales are permitted for first year and unlimited resales with no accompanying requirements thereafter; for affiliates no resales are permitted for first year and unlimited resales with all 144 requirements, current public info., volume limit, manner of sale, Form 144 thereafter

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