The Securities Act of 1933, as amended (the Securities Act) requires the sale of a security to be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration. Rule 144 of the Securities Act provides a safe harbor that permits holders of restricted securities to resell their securities in the public market if specific conditions are met. In order to remove the legend from certificates representing shares being resold in reliance upon Rule 144, an opinion from an SEC attorney is required.
Rule 144 also applies to the public sale of any securities held by directors, executive officers and other affiliates of the issuer. Rule 144 is potentially available for the resale of two types of securities: restricted and control securities. A security can be both a restricted and a control security. Rule 144 imposes a holding period only on restricted securities. Restricted securities are securities acquired from an issuer, or an affiliate of … Read the rest