17 CFR 230.144 - Persons deemed not to be engaged in a distribution and therefore not underwriters

Cite as17 CFR 230.144
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387 practice notes
  • Part II
    • United States
    • Federal Register May 13, 2004
    • May 13, 2004
    ...the asset pool are part of a subscription or unsold allotment would be considered a distribution of the underlying securities. \109\ 17 CFR 230.144(k). The term ``restricted securities'' is defined in Securities Act Rule 144(a)(3) (17 CFR We also propose to codify a staff interpretive posit......
  • Part II
    • United States
    • Federal Register August 03, 2005
    • August 3, 2005
    ...[cir] Whether changes in Rules 144A \27\ and 144 \28\ under the Securities Act should be considered; and \27\ 17 CFR 230.144A. \28\ 17 CFR 230.144. [cir] Whether there should be any relaxation in our prohibition against general solicitations of interest or offers in unregistered private off......
  • Part III
    • United States
    • Federal Register December 27, 2004
    • December 27, 2004
    ...Regulation the authority to grant exemptions to Rules 610 through 612. \396\ 17 CFR 200.800, Subpart N. \397\ 17 CFR 201.101. \398\ 17 CFR 230.144. \399\ 15 U.S.C. 77a et \400\ 17 CFR 240.0-10. \401\ 17 CFR 240.3a51-1. \402\ 17 CFR 240.3a55-1. Section 3(a)(55)(C)(vi) under the Exchange Act ......
  • Securities: Asset-backed securities; registration, disclosure, and reporting requirements,
    • United States
    • Federal Register January 07, 2005
    • January 7, 2005
    ...for the asset pool are part of a subscription or unsold allotment will be considered a distribution of the underlying securities. \176\ 17 CFR 230.144(k). The term ``restricted securities'' is defined in Securities Act Rule 144(a)(3) (17 CFR We also are codifying as proposed the staff's int......
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261 cases
  • In Re Enron Corporation Securities, MDL-144 6
    • United States
    • United States District Courts. 5th Circuit. United States District Courts. 5th Circuit. Southern District of Texas
    • January 6, 2011
    ...are private transactions with qualified institutional buyers that are not subject to the 1933 Act's registration requirements. 17 C.F.R. § 230.144(a). Because no prospectus is required, such offerings cannot give rise to Section 12(a)(2) liability. See, e.g., In re WorldCom, Inc. Sec. Litig......
  • Sec. And Exch. Comm'n v. Platforms Wireless Int'l Corp., No. 07-56542
    • United States
    • United States Courts of Appeals. United States Court of Appeals (9th Circuit)
    • July 27, 2010
    ...4(1), 15 U.S.C. § 77d(1), because, the defendants' argument runs, Intermedia was not an “affiliate” of Platforms as defined in 17 C.F.R. § 230.144(a)(1). Second, they argue that even if Intermedia was an affiliate of Platforms, there is a genuine issue of material fact whether the issuance ......
  • S.E.C. v. Murphy, Nos. 76-2299
    • United States
    • United States Courts of Appeals. United States Court of Appeals (9th Circuit)
    • September 26, 1980
    ...exempt distributions by issuers or acts of others who engage in steps necessary to such distributions. Preliminary Note to Rule 144, 17 C.F.R. § 230.144 (1979). The section exempts transactions, not persons, see United States v. Wolfson, 405 F.2d 779 (2d Cir. 1968), cert. denied, 394 U.S. 9......
  • U.S. S.E.C. v. Sierra Brokerage Services Inc., Case No. C2-03-CV-326.
    • United States
    • United States District Courts. 6th Circuit. United States District Courts. 6th Circuit. Southern District of Ohio
    • March 31, 2009
    ...months, and (2) at least two years have elapsed since the securities were last acquired from an issuer or affiliate of the issuer.19 17 C.F.R. § 230.144(k). A defendant who does not satisfy the requirements of Rule 144 can still avoid liability if he does not meet the statutory definition o......
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12 firm's commentaries
  • Business Entities In Texas After 2011 Texas Legislature
    • United States
    • JD Supra United States
    • July 12, 2011
    ...privately, freely sold by a person who is not an affiliate of the issuer in limited quantities to the public pursuant to SEC Rule 144, 17 C.F.R. 230.144 (2008), after a one-year holding period (if the issuer files reports with the SEC, the securities may be sold in limited quantities to the......
  • Choice of Entity Decision Tree
    • United States
    • JD Supra United States
    • April 27, 2011
    ...privately, freely sold by a person who is not an affiliate of the issuer in limited quantities to the public pursuant to SEC Rule 144, 17 C.F.R. 230.144 (2008), after a one-year holding period (if the issuer files reports with the SEC, the securities may be sold in limited quantities to the......
  • Fiduciary Duties In Oil Patch Deals
    • United States
    • JD Supra United States
    • July 22, 2013
    ...privately, freely sold by a person who is not an affiliate of the issuer in limited quantities to the public pursuant to SEC Rule 144, 17 C.F.R. 230.144 (2008), after a one-year holding period (if the issuer files reports with the SEC, the securities may be sold in limited quantities to the......
  • Life Cycle Of A Company – Choice Of Entity And Key Contents Of Organization Documents
    • United States
    • JD Supra United States
    • January 22, 2014
    ...privately, freely sold by a person who is not an affiliate of the issuer in limited quantities to the public pursuant to SEC Rule 144, 17 C.F.R. 230.144 (2008), after a one-year holding period (if the issuer files reports with the SEC, the securities may be sold in limited quantities to the......
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6 books & journal articles
  • Just Do It! Specific Rulemaking on Materiality Guidance in Insider Trading
    • United States
    • Louisiana Law Review Nbr. 72-4, July 2012
    • October 1, 2012
    ...deterrence. 130 “Congress apparently believed that the six- 126. Heminway, supra note 43 , at 1210. 127 . Id . at 1210–11. 128 . 17 C.F.R. § 230.144(b)(1) (2012); see also U.S. S EC . & EXCH. COMM’N, Revisions to Rules 144 and 145, Securities Act Release No. 8869, 92 SEC Docket 110 (Dec. 6,......
  • New kinds of capital
    • United States
    • Practicing Law in the Sharing Economy: Helping People Build Cooperatives, Social Enterprise, and Local Sustainable Economies
    • August 1, 2012
    ...act as links in a chain of transactions through which securities move from an issuer to the public.” Preliminary Note 2 to Rule 144, 17 C.F.R. § 230.144 (2010). 59. The term ‘‘dealer’’ means any person who engages either for all or part of his time, directly or indirectly, as agent, broker,......
  • Investor Protection: State And Federal Securities Regulation
    • United States
    • Corporate Counsel Guides: Corporation Law
    • July 3, 2012
    ...or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.” 17 C.F.R. § 230.144(a)(1) 71. 15 U.S.C.A. § 77d(2) (2009). 72. See, e.g., Sec. Act Release No. 33-285 (Jan. 24, 1935); Sec. Act Release No. 33-5487 (Jan. 23, 1974)......
  • The University as a Venture Investor
    • United States
    • The technology transfer law handbook
    • January 1, 2014
    ...ion‑rights (last visited Apr. 29, 2014). 30. Rule 144 promulgated in furtherance of the Securities Act of 1933, at 17 C.F.R. § 230.144, provides cer‑ tain conditions under which the sale of restricted or controlled securities may be sold without penalty. For more information on Rule 144, se......
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