Rule 144 Opinion Letters

Rule 144

Reselling Restricted Securities

Securities acquired in a private placement are restricted. They cannot simply be resold into the public market. Rule 144 provides a safe harbor that, when its conditions are satisfied, permits those securities to be resold without registration.

The conditions differ depending on whether the issuer is an SEC reporting company and whether the seller is an affiliate. Transfer agents and brokers will generally not process a restricted-stock transaction without an opinion of counsel confirming the safe harbor is available.

We issue Rule 144 opinion letters and advise shareholders, issuers, and transfer agents on what the rule does and does not permit in a given transaction.

Key Conditions

How Rule 144 Works

Holding Period

Restricted securities of a reporting company generally require a six-month holding period. Non-reporting issuers require twelve months.

Current Public Information

Adequate current information about the issuer must be publicly available at the time of sale.

Volume Limitations

Affiliates are limited in how much they may sell in any three-month period. Non-affiliates are generally not subject to these limits.

Manner of Sale

Affiliate sales of equity securities must generally be made through ordinary brokers' transactions.

Form 144 Filing

Affiliates must file a Form 144 with the SEC when sales exceed the applicable share or dollar thresholds in a three-month period.

Rule 144A Resales

A separate safe harbor permitting resales of eligible securities to qualified institutional buyers.

Our Services

Opinion and Compliance Services

Rule 144 Opinion Letters

Written opinions of counsel that transfer agents and brokers will accept to remove restrictive legends.
Affiliate Compliance

Guidance on volume limits, manner-of-sale conditions, and Form 144 filing obligations.
Transfer Agent Coordination

Working directly with transfer agents and custodians to clear restricted positions.
Rule 144A Offerings

Structuring and documenting institutional resales to qualified institutional buyers.