Arizona Affiliate Letter in Rule 145 Transaction
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How to fill out Affiliate Letter In Rule 145 Transaction?
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FAQ
Rule 145 is a regulation under the Securities Act that governs the reclassification of securities. This rule often comes into play during corporate restructurings, mergers, or acquisitions, where shareholders may be required to exchange their securities. Using an Arizona Affiliate Letter in a Rule 145 Transaction can facilitate compliance and clarity throughout the process. Understanding Rule 145 helps companies navigate complex exchanges while protecting shareholder interests.
Rule 144(a)(3) identifies what sales produce restricted securities. Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer.
Form 144 is a notice form that must be filed with the SEC by an affiliate of an issuer who intends to resell restricted or control securities of that issuer in reliance upon Rule 144.
Rule 145 is an SEC rule that allows companies to sell certain securities without first having to register the securities with the SEC. This specifically refers to stocks that an investor has received because of a merger, acquisition, or reclassification.
The term affiliate is defined in Rule 405 under the Act as a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, an issuer.
Rule 144 at (a)(1) defines an affiliate of an issuing company as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.
The Commission raised the Form 144 filing thresholds so that affiliates must file Form 144 if their proposed sales in reliance on Rule 144 within a three-month period exceed 5,000 shares or $50,000. Non-affiliates no longer need to file Form 144.
For purposes of this calculation, the Company does not currently consider any of its shareholders who are not directors or executive officers of the Company, including any such shareholders owning 10% or more of the Company's common stock, to be affiliates of the Company.
