You need help with releasing restrictions from your securities. We’ve got the handle on Rule 144.
Continental Stock Transfer & Trust’s procedural response to implement Rule 144 provisions
The Securities and Exchange Commission (SEC) approved changes to Rule 144 of the Securities Act of 1933 in Release 33-8869 (the “Release”) on February 15, 2008. Generally speaking, these changes reduced the holding period to six months for restricted securities on Exchange Act reporting companies, and to one year on non-reporting companies. In addition, this amendment reduced certain other impediments to sales of restricted securities imposed by Rule 144, particularly with respect to restricted securities held by non-affiliates.
After reviewing with our counsel, who participated in drafting the new Securities Transfer Association (“STA”) Guidelines regarding implementation of these Rule 144 changes, we have implemented the following procedures for restricted shares held more than 12 months by non-affiliates to reduce administration cost and burden for our clients.
With regard to the sale of restricted securities submitted by non-affiliates who have held securities for more than six months and less than 12 months for reporting companies and the sale of restricted securities by shareholders deemed to be affiliates of the issuer, we will continue to require legal opinions. We will also require opinions in all instances for any issuer who was a “former shell company” as that term is defined in Rule 12b-2 of the Securities Exchange Act and Rule 405 of the Securities Act and that the issuer is current in its filings.
With regard to legend removal requests by non-affiliates who have held securities for more than 12 months for reporting or non-reporting issuers who have never been a shell company, based on advice of counsel and the new STA Guidelines, we no longer will require opinions. Indeed, because the Release indicates that the removal of legends is solely at the discretion of the issuer (see footnote 65), we will accept, in lieu of a legal opinion, direction from the issuer to be executed by an authorized officer. The Issuer Direction Form must be submitted by presenting shareholders and/or brokers with their shares in proper transfer order. Issuers are encouraged to request a formal Shareholder Rule 144 representation letter from the non-affiliate shareholder prior to executing the Issuer Direction Form. Accordingly, you can expect that brokers and shareholders will come directly to you for execution of this Issuer Direction Form rather than following their previous practice of contacting your counsel for an opinion.
If 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 provide us with the opinion and the shares in proper transfer order for processing.
For more information, connect with Michael G. Mullings, Chief Compliance Officer at 212.845.3217 or firstname.lastname@example.org.