Stoecklein Law Group

The new rules become effective on February 15, 2008 but are applicable to securities acquired before or after that date. Key changes include the following:

* Shortened Holding Periods. Under the new rules, debt and equity securities acquired from an issuer in a private placement may be resold freely subject to the following requirements:

* For reporting companies, non-affiliates may sell freely after six months subject only to the current public information requirement (which requirement disappears after one year) (2). Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements, which are described more fully in the attached charts.

* For non-reporting companies, non-affiliates may sell freely after one year, and affiliates may sell after one year subject to the Rule 144 requirements described above.

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(1). Section 5 of the Securities Act of 1933, as amended, requires any offer or sale of securities to be made pursuant to a registration statement filed with the Securities & Exchange Commission, unless an exemption is otherwise available. Section 4(1) of the Securities Act provides an exemption for offers and sales by any person other than an underwriter, issuer or dealer. Because most sellers of securities are clearly not an issuer or dealer, a pivotal question is often whether the seller can be deemed an underwriter. Rule 144 is an SEC rule which provides that a person who offers or sells securities in compliance with its requirements will not be deemed an underwriter.

(2). In order to satisfy the current public information requirement, an issuer must have been subject to the SEC's periodic reporting requirements for at least 90 days and have filed all reports required to be filed with the SEC during the 12 months preceding such sale (or for such shorter period that the issuer was required to file such reports), other than Form 8-K's.

SEC Kills ’08 Proxy Access Reform

November 30, 2007

As expected, the SEC formally voted today to affirm its long-standing policy that companies can exclude shareholder proposals related to director elections from the proxy statement. Chairman Christopher Cox called it a stop-gap measure to remove uncertainty about proxy access proposals before they start cropping up in the 2008 proxy season. He did promise to revisit the issue, saying, “We can act on a new rule proposal next year that does more than perpetuate the status quo”; however, shareholder activists are sure to be irate over today’s policy.