SEC Adopts Amendments To Rules 144 and 145

January 2, 2008

On December 6, 2007, the U.S. Securities and Exchange Commission published its release adopting amendments to Rule 144 under the Securities Act of 1933. The changes are intended to increase the liquidity of privately placed securities and decrease the cost of capital for issuers, primarily by reducing regulatory burdens on reselling restricted securities. The Commission also adopted amendments to Rule 145 to eliminate the “presumptive underwriter” provision of that rule in most circumstances. The adopted amendments are in many respects similar to those proposed by the Commission in June 2007, but have been modified in several respects to reflect the concerns of commenters and to provide additional clarifications regarding the proposed amendments. Most notably, the Commission determined not to reinstitute tolling as had been proposed in the Proposing Release.

The Cleary Gottlieb alert memo discussing the adopted rule changes is attached.