SECURITIES LAW UPDATE:
SEC Adopts Significant Revisions Rules 144 and 145
Under Section 4(1) of the Securities Act of 1933 (the "Securities Act"), the securities registration requirements are not applicable to transactions by any person other than an issuer, underwriter, or dealer. The Securities Act defines an "underwriter" as "any person who has purchased from an issuer with a view to, or sells for an issuer in connection with, the distribution of any security, or participates or has direct or indirect participation in any such undertaking . . . ." Rule 144 creates a safe harbor for persons reselling restricted securities and allows them to avoid being considered underwriters if the conditions of the rule are satisfied. This Securities Law Update highlights some of the major changes to Rule 144.
Summary of Major Changes to Rule 144
Amendments to Rule 145
In connection with the revisions to Rules 144 and 145, the SEC also simplified the Preliminary Note to Rule 144, codified a number of staff positions relating to Rule 144, and adopted various conforming amendments. The final rule release regarding the revisions to Rules 144 and 145 is available at http://www.sec.gov/.
Effective Date: February 15, 2008
If you have any questions or to obtain additional information about SEC regulatory developments, please contact James Brophy (firstname.lastname@example.org), Tara Pauls (email@example.com) or Jessica Benford (firstname.lastname@example.org).
 15 U.S.C. § 77d.
 15 U.S.C. § 77b.
 Generally, an affiliate is a large shareholder or director in a control relationship with the issuer.
 The definition of brokers' transactions has been revised to address the posting of bid and ask quotations in alternative trading systems.
 In connection with the elimination of the manner of sale requirement for debt securities, the revisions also raise the volume limitations for debt securities