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About
Continental See what's really new at
Continental. Click here to read the recent issue of Notes from the
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Continental's Procedural Response to Implement New Rule 144 Provisions
After having reviewed these Rules with our counsel, who participated in drafting the new Securities Transfer Association (“STA”) Guidelines regarding implementation of these Rule 144 changes, we have concluded that we will alter our procedures as follows going forward: With regard to restricted transfers/legend removals submitted by non-affiliates who have held securities for more than six (6) months, and less than twelve (12) months, we will continue to require opinions as we have done in the past. However, the new rules make clear that such opinions must include advice that the issuer is not a “shell corporation” as defined under the new Rule 144 provisions and that the issuer is current in its filings. With regard to sales by non-affiliates who have held securities for more than twelve (12) months, based on advice of counsel and the new STA Guidelines, we no longer will require opinions for such restricted transfers/ legend removals. Indeed, because the Release indicates that the removal of legends is solely at the discretion of the issuer, we will now require, in lieu of an opinion, an Issuer Direction Form (click the link to download form in PDF format) to be executed by an authorized officer of the issuer. This Issuer Direction Form must be submitted by presenting shareholders and/or brokers with their certificates, in proper transfer order, in order for us to process their request. Accordingly, you can expect that brokers and shareholders will be coming directly to you for execution of this Issuer Direction Form rather than following their previous practice of contacting your counsel for an opinion. If, of course, your company wishes to impose an opinion requirement, you may refer the presentation to your counsel to render the appropriate opinion, and then the shareholder and/or broker may present to us the Issuer Direction Form, the opinion, and the certificate, in proper transfer order, for processing. Should you have any questions, please feel free to contact: Michael
Mullings, Vice President, Compliance
Department Tel: (212) 845-3217 Mark
Zimkind, Vice President, Compliance Department
Tel: (212) 845-3287 William
Seegraber, Vice President, Compliance
Department Tel: (212) 845-3204 Roger
Bernhammer, Vice President, Compliance
Department Tel: (212) 845-3212 This new procedure for restricted shares held more than twelve (12) months WILL BE be less expensive and less burdensome than the prior mandated practice. Click here to download the Issuer Direction Form in PDF format.
Continental Stock Transfer & Trust Company Richard Kretz, Director of Sales and Marketing Shareholders seeking information or assistance may contact Continental at 212.509.4000 ext. 541, or by e-mail at cstmail@continentalstock.com.
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ContinentaLink Free Shareholders seeking information or assistance may contact Continental at 212.509.4000 ext. 541, or by e-mail at cstmail@continentalstock.com.
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The
Securities And Exchange Commission (“SEC”)
has recently approved changes to Rule 144 of
the Securities Act of 1933. Generally speaking,
these changes reduce the holding period to
six (6) months for restricted securities on
Exchange Act reporting companies, and to one
year on non-reporting companies. In addition,
this amendment reduces certain other impediments
to sales of restricted securities imposed by
Rule 144, particularly with respect to restricted
securities held by non-affiliates.
