17 CFR 230.144a - Private resales of securities to institutions
| Cite as | 17 CFR 230.144a |
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219 practice notes
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Part II
...processes, including: [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 [cir] Whether there should be any relaxation in our prohibition against general solicitations of interest or offers in unregistere......
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Part III
...4(2) and 4(6) of the Securities Act of 1933 [15 U.S.C. 77d(2) and 77d(6)] and Regulation D [17 CFR 230.501 et seq.] and rule 144A [17 CFR 230.144A]; SEC v. Ralston Purina Co., 346 U.S. 119 \16\ Based on information filed with us on Form ADV as of June 30, 2004. The private adviser exemption......
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Part II
...promptness at a price that corresponds reasonably to its fair value.'' \16\ \13\ 12 CFR 1.2(e). \14\ 15 U.S.C. 77a, et. seq. \15\ 17 CFR 230.144A. \16\ 12 CFR Section 1.3(i), in contrast, articulates different asset quality and marketability standards. That section permits a national bank t......
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Money Market Fund Reform; Amendments to Form PF
...sold in large denominations or are only available to qualified institutional buyers. See generally rule 144A under the Securities Act (17 CFR 230.144A(7)(a)(1)). These investment options offer different combinations of price stability, risk exposure, return, investor protections, and disclo......
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51 cases
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Cal. Pub. Employees' Ret. Sys. v. Moody's Investors Serv., Inc., A134912
...to two categories of investors: Qualified Institutional Investors (QIBs) and Qualified Purchasers (QPs). (See S.E.C. Rule 144A, 17 C.F.R. § 230.144A(a); 15 U.S.C. § 80a–2(a)(51)(A).) CalPERS is one of the limited number of investors qualifying as both a QIB and QP. Aside from their inclusio......
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Ocm Principal Opportunities Fund v. Cibc, No. B172588.
...notes with a maturity date of February 15, 2004. The sale was conducted under Securities and Exchange Commission (SEC) Rule 144A (17 C.F.R. § 230.144A) (Rule 144A), which permits an entity to sell securities that are not registered under the Securities Act of 1933 (15 U.S.C. §§ 77a et seq.)......
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In re Enron Corp..Sec., Derivative & Erisa Lit., No. MD-1446.
...be filed in connection with an offering of securities so that the placement is "deemed not to have been offered to the public." 17 C.F.R. § 230.144A & § 230.144A(c). A registration statement is an essential element of a § 11 45. Outside Directors also argue that Lead Plaintiff fails to alle......
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In re Enron Corp. Securities, No. MDL-1446.
...in the aggregate at least $100 million in securities that are exempted from registration for private resales of securities, under 17 C.F.R. § 230.144A).22 Regulation S, under which the foreign portions of the Foreign Debt Securities were issued, exempts such securities from registration req......
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19 firm's commentaries
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Creditworthiness Standards Replace Credit Ratings
...bond exempt from registration under the Securities Act of 1933, 15 U.S.C. 77c(a)(2); (C) is offered and sold pursuant to SEC Rule 144A, 17 C.F.R. 230.144A ("Rule 144A"), and investment grade; or (D) can be sold with reasonable promptness at a price that corresponds reasonably to its fair Th......
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SEC Proposes Amendments to Permit General Solicitation and General Advertising in Private Placements Under Rule 506 of Regulation D and Rule 144A
...are accredited investors. Under the proposed amendments to 1 17 CFR §230.506 (Rule 506). 2 17 CFR §§230.500 through 230.508. 3 17 CFR §230.144A (Rule 144A). 4 15 U.S.C. 77a et seq. 5 Release No. 33-9354, Eliminating the Prohibi-tion Against General Solicitation and General Advertising in Ru......
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White Paper: Analyzing The Potential Effect Of The SEC's Recent Changes To The "Accredited Investor" Definition
...please see "Accredited Investor, What It Means And Why It Matters." 2. With corresponding and related amendments also being made to 17 CFR 230.144A ("Rule 144A"), 17 CFR 230.163B ("Rule 163B"), 17 CFR 230.215 ("Rule 215") if the Act and 1 and 17 CFR 240.15g-1 ("Rule 15g-1") under the Securi......
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SEC Proposes New Rules Under The JOBS Act
...No. 33-9354 [77 FR 54464] (Aug. 29, 2012), http://www.sec.gov/news/press/2012/2012-170.htm (the "Release"). 2 17 C.F.R. § 230.506. 3 17 C.F.R. § 230.144A. 4 The term "qualified institutional buyer" is defined in Rule 144(a)(1) to include certain institutions that, in the aggregate, own and ......
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4 books & journal articles
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Private Company Lies
...restricted stock, and information technology” created the opportunity for online marketplaces for trading private shares). 134. See 17 C.F.R. § 230.144A(b), (d)(1). Qualified institutional buyers are companies that in the aggregate own and invest at least $100 million in securities of nona......
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The 2011 Diane Sanger Memorial Lecture. Protecting Investors in Securitization Transactions: Does Dodd-Frank Help, or Hurt?
...L. REV. 373, 385 (2008) (defining QIBs and noting they were the group that lost the most money during the recent financial crisis). 4. 17 C.F.R. § 230.144A (1995). 5. My lecture does not purport to address the narrow issue of mortgagor protection. Much has already been written on that topic......
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The Jumpstart Our Business Startups Act Takes the Bite Out of Sarbanes-Oxley: Adding Corporate Governance to the Discussion
...Startups Act § 105 (codified as amended at 15 U.S.C. § 77e). For the definitions of QIBs and institutional accredited investors, see 17 C.F.R. § 230.144A(a)(1) (2013); id. § 230.501(a). 48. Jumpstart Our Business Startups Act § 105 (codified as amended at 15 U.S.C. § 77e); GIBSON DUNN, supr......
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EXPRESS LANE OR TOLLBOOTH IN THE DESERT? THE SEC'S FRAMEWORK FOR SECURITY ISSUANCE
...Economics, 15 (1986).29. See SEC Adopting Release 33-6964, 10/29/92.30. 17 CFR 230.903. See SEC Adopting Release 33-6863, 4/24/90.31. 17 CFR 230.144A.32. See SEC Adopting Release No. 33-5223, 31JOURNAL OF APPLIED CORPORATE FINANCETABLE 2 PRIVATE PLACEMENTS: NON-RULE 144A (IN $BILLIONS)CORPO......
13 provisions
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Chapter 65, HB 170 – AK SECURITIES ACT; PENALTIES; CRT. RULES
...of $10,000,000;(L) a federal covered investment adviser acting for its own account;(M) a qualified institutional buyer, as defined in 17 C.F.R. 230.144A, other than 17 C.F.R. 230.144A(a)(1)(i)(H), adopted under 15 U.S.C. 77a - 77aa (Securities Act of 1933);(N) a major United States institut......
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File 11, HB 64 – Main Operating Budget FY2016-FY2017
...dollars; (12) A federal covered investment adviser acting for its own account; (13) A "qualified institutional buyer" as defined in 17 C.F.R. 230.144A(a)(1), other than 17 C.F.R. (14) A "major U.S. institutional investor" as defined in 17 C.F.R. 240.15a-6(b)(4)(i); (15) Any other person, ot......
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Chapter 354, SB 72 – Revisor's Technical Corrections to Utah Code
...Unless limited tax bonds are initially purchased exclusively by one or more qualified institutional buyers as defined in Rule 144A, 17 C.F.R. Sec. 230.144A, the public infrastructure district may only issue limited tax bonds in denominations of not less than $500,000, and in integral multip......
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HB 312 – Permits certain intrastate equity crowdfunding
...dollars; (12) A federal covered investment adviser acting for its own account; (13) A "qualified institutional buyer" as defined in 17 C.F.R. 230.144A(a)(1), other than 17 C.F.R. 230.144A(a)(1)(H); (14) A "major U.S. institutional investor" as defined in 17 C.F.R. 240.15a-6(b)(4)(i); (15) A......
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