Securities and Exchange Commission:

Revision of Holding Period Requirements in Rules 144 and 145

OGC-97-27: Published: Mar 11, 1997. Publicly Released: Mar 11, 1997.


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Pursuant to a legislative requirement, GAO reviewed the Securities and Exchange Commission's new rule on the revision of holding period requirements in Rules 144 and 145. GAO noted that: (1) the new rule would amend the holding period requirements contained in Rule 144 to permit the resale of limited amounts of restricted securities by any person after a 1-year, rather than a 2-year, holding period; (2) the amendments also permit unlimited resales of restricted securities held by non-affiliates of the issuer after a holding period of 2 years, rather than 3 years; (3) the Commission believes that these changes should reduce the cost of capital, particularly for small business issuers; (4) the new rule would make parallel changes to the holding period provisions of Rule 145, which governs the resale of securities received in connection with reclassifications, mergers, consolidations and asset transfers; and (5) the Commission complied with the applicable requirements in promulgating the rule.

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