Rule 144 & Resale Exemptions
Rule 144 and resale exemptions play a critical role in the securities market, providing pathways for the lawful sale of restricted or controlled securities. These provisions outline the conditions under which investors, including insiders and affiliates, can resell securities without violating federal securities laws. Understanding Rule 144 and related resale exemptions is essential for issuers, investors, and legal professionals seeking to navigate compliance requirements while facilitating liquidity in the market.
When it comes to the resale of securities, few areas of securities law generate as much scrutiny as those involving shell companies. Investors and issuers alike must navigate complex restrictions under the Securities Act, particularly the interplay o…
Read MoreIn securities law, determining whether someone is an affiliate can impact everything from the resale of shares to a company’s qualification for certain SEC filings. In other words, “ affiliate ” status isn’t just a label—it’s a regulatory ripple effe…
Read MoreRestricted and control securities are common in private placements, employee compensation, and merger transactions. Although these shares are “restricted” at issuance, they may later become eligible for resale under Rule 144 or other exemptions if sp…
Read MoreUnder Rule 405 and Rule 12b-2 of the Securities Exchange Act, a ‘shell company’ is defined as a company with no or nominal operations and no or nominal assets other than cash or cash equivalents. This classification is subject to significant resale r…
Read MoreSection 5 of the Securities Act of 1933, as amended (the “Securities Act”), requires that all offers and sales of securities be registered with the Securities and Exchange Commission (“SEC”) or exempt from SEC registration . When shares have not been…
Read MoreSection 5 of the Securities Act of 1933, as amended (the “Securities Act”), requires that all offers and sales of securities be registered with the Securities and Exchange Commission (“SEC”) or exempt from SEC registration . When shares have not been…
Read MoreFor readers seeking a deeper understanding of Rule 144 and resale exemptions, additional resources are provided below.
