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Rule 144 – A Deep Dive – Part 5 – Limitations On Amount Of Securities Sold

In this fifth installment of my series on Rule 144, I will continue discussing the various conditions for the use of the Rule, covering limitations on the amount of securities that may be sold.  In the first installment, I provided a high-level review of Rule 144 – see HERE ; in the second, I discussed definitions including the impactful “affiliate” definition – see HERE; in the third I reviewed the current public information requirements – see HERE; and in the fourth I covered holding periods – see HERE.

Conditions for Use of Rule 144

                General

Rule 144 provides certain conditions that must be met by selling affiliates and selling non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting company and whether the Issuer is or ever has been a shell company.  The high-level Rule 144 requirements for non-affiliates include: (i) holding period; (ii) availability of current public information; and

Rule 144 – A Deep Dive – Part 4 – Holding Period

In this fourth installment of my series on Rule 144, I will continue discussing the various conditions for the use of the Rule, including the meaty holding period requirements.  In the first installment, I provided a high-level review of Rule 144 – see HERE; in the second, I discussed definitions including the impactful “affiliate” definition – see HERE; and in the third I reviewed the current public information requirements – see HERE.

Conditions for Use of Rule 144

                General

Rule 144 provides certain conditions that must be met by selling affiliates and selling non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting company and whether the Issuer is or ever has been a shell company.  The high-level Rule 144 requirements for non-affiliates include: (i) holding period; (ii) availability of current public information; and (iii) no shell status ineligibility.  The high-level Rule 144 requirements for affiliates (i.e.

Rule 144 – A Deep Dive – Part 3 – Current Public Information

In this third installment of my series on Rule 144, I will begin discussing the various conditions for the use of the Rule, including the current public information requirement.  In the first installment, I provided a high-level review of Rule 144 – see HERE and in the second, discussed definitions including the impactful “affiliate” definition – see HERE.

Conditions for Use of Rule 144

                General

As set out in the first blog in this series, Rule 144 provides certain conditions that must be met by selling affiliates and selling non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting company and whether the Issuer or ever has been a shell company.  The high-level Rule 144 requirements for non-affiliates include: (i) holding period; (ii) availability of current public information; and (iii) no shell status ineligibility.  The high-level Rule 144 requirements for affiliates (i.e. holders of control securities) include: (i) holding

Rule 144 – A Deep Dive – Part 2 – Definitions

Last week I published a high-level review of Rule 144 – see HERE.  This week, I will begin the deep dive discussion of the numerous intricacies of this very important rule, starting with definitions.

Rule 144 Definitions

Rule 144 only has four definitions, but there is a lot to discuss on each of these definitions.

Affiliate

Rule 144 sets forth different conditions for sellers that are “affiliates” or a person that has been an affiliate in the past 90 days then for those that are non-affiliates.  Sales by affiliates always require that a company have current public information, are subject to volume limitations (the drip rules), are subject to manner of sale requirements (sales must be made through a broker-dealer) and require the filing of a Form 144.  Sales by non-affiliates only require current public information when effectuated after six months but prior to a one year holding period and are never subject to the volume limitations,

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