Some observations on SEC rule 144 and venture capital limited partnerships and corporations: revisited

Article Abstract:

The treatment of restricted securities sales for distributee limited partners receiving pro rata venture capital limited partnership distributions is effected by SEC rule 144. The rule allows limited partnerships to combine their holding period with that of each nonaffiliate distributee limited partner's holding period. A period of three years or more falls under 144(k) which does not require aggregation, while a period between two and three years requires aggregation among distributee limited partners. Rule 144(k) holds any securities freely saleable if held for three years by a nonaffiliate shareholder.

Securities, Limited partnership, Limited partnerships

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Some comments on the usual Rule 144 scenario and related matters

Article Abstract:

The sale of restricted stock by affiliates of the issuer or owners of the stock is complicated by the approvals that must be obtained by the brokerage that is effecting the transfer. Sales of restricted stock can only occur under exemptions or when the securities have been registered. Under Rule 144, the exemption most commonly used, the selling broker will obtain approvals from the brokerage's compliance department as well as requesting from the issuer that stops be lifted. Rule 145(d)(1) and Rule 701 stock transfers are also subject to similar processes.

Regulation, Licensing, and Inspection of Miscellaneous Commercial Sectors, Securities & Commodities Regulatn, Methods

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Some comments on the reduction in the Rule 144(d) and Rule 144(k) holding periods and on the SEC's proposed changes to Rule 144

Article Abstract:

The SEC made important changes to rules regarding the holding periods of securities in Release No. 33-7390 issued in Feb 1997. Holding periods under Rules 144(d) and (k) were reduced to one and two years, respectively. The retroactivity of the changes has been cause for some confusion and concern. Concern has also arisen over SEC proposals for Rule 144 amendments which include the proposal to discard the manner of sale requirement found in Rule 144(f) and (g). Serious compliance problems could result from the adoption of that proposal.

Laws, regulations and rules, Time (Law)

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