SEC Will Approve Rule 144 and Other Changes on November 15

Last night the SEC posted a notice that there will be a meeting of the Commission on November 15. That meeting, among other things, will be to consider (a) adoption of the new Rule 144 changes, (b) eliminating Regulation S-B and migrating the scaled disclosure requirements from that regulation back to Regulation S-K and eliminating all the SB forms and (c) allowing private companies to avoid becoming public involuntarily merely because they have many shareholders as a result of employee stock options and the like.

In addition, interestingly for all involved with foreign private issuers, the SEC seems ready to approve a rule accepting financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board without reconciliation to generally accepted accounting principles as used in the United States when contained in the filings of foreign private issuers with the Commission.

In the notice regarding Rule 144 they say they are also going to codify certain staff interpretations, which we assume means they are going to adopt the changes to Worm/Wulff which we have all been hoping for. I am hopeful the staff adopts in its final release that which is substantially the same as the proposal, namely that all shareholders in a shell would have the availability of Rule 144 resale after 6 months have passed since a reverse merger and release of full information on the merged company. Given the increased disclosure requirements imposed by the SEC since 2005, and the much greater transparency of transactions as a result, it would seem allowing sale six months later is very reasonable.

Stay tuned! Everything's about to change for the better....