Cleary Gottlieb Comments on SEC Proposal to Amend Rules 144 and 145

On September 5, 2007, the New York office authored an Alert entitled, “Cleary Gottlieb Comments on SEC Proposal to Amend Rules 144 and 145.” On June 22, 2007, the U.S. Securities and Exchange Commission published for comment significant changes to Rules 144 and 145 under the Securities Act of 1933. The proposed amendments would, in particular, provide for relaxation of the safe harbor provisions of Rule 144 for sales of restricted securities and generally eliminate the “presumptive underwriter” provisions of Rule 145. Attached below is a copy of the comment letter Cleary Gottlieb submitted to the Commission with respect to the proposed changes.