New research—impact on registration rights agreements by Rule 144 Amendments

BVWireIssue #70-4
July 23, 2008

Laurie Green, a partner in the Ft. Lauderdale office of Holland & Knight LLP, provided the BVWire with a summary of her firm’s study on the effects of the new six-month holding period Rule 144 amendments which took effect on February 15, 2008.   Ms. Green was a speaker in The Knowledge Congress’s June 11, 2008 presentation entitled “SEC Adopts Amendments to Rules 144 and 145,” where she originally spoke on this topic.  Prior to Holland & Knight, Ms. Green spent 11 years at the SEC and served as a Special Counsel in the Office of Mergers and Acquisitions for the Division of Corporation Finance.

Ms. Green and her team reviewed approximately 150 registration rights agreements that were filed after the Rule 144 amendments took effect to determine the impact of the amendments on the market practice for registration rights agreements.  The Rule 144 amendments should reduce or eliminate the need for registration rights agreements for non-affiliates of the issuer.  See the results of this study at our Free Downloads page, located at  

Information on restricted stock transactions can be found in The FMV Restricted Stock Study™ database, which provides various details including lack of marketability discounts and whether the private placement was issued with registration rights.  Visitors can read the database’s free Companion Guide, which provides details on registration rights agreements and their effects on the liquidity of restricted stock.

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