The Corporate Counsel, Vol. III: 1978

November-December 1978

• Death of Affiliate Creates "Restricted Securities" (CC Nov-Dec 78)
• The Transfer of Non-Restricted Securities...Creates "Restricted Securities" (CC Nov-Dec 78)
• When Must a Trust or Estate Sell Under Rule 144? (CC Nov-Dec 78)
• Aggregation - A One-Way or Two-Way Street? (CC Nov-Dec 78)
• Gifts (CC Nov-Dec 78)
• The New "Market Maker" Exception to the "Broker's Transaction" Requirement (CC Nov-Dec 78)
• New Capital Gains Rules Require Re-Examination of Employee Stock Option Strategies (CC Nov-Dec 78)
• Staff Issues Recent Letter Stating Rule 145 Two-Year Cut-Off Does Not Extend to 3(a)(10) Transactions (CC Nov-Dec 78)
• New Staff Interpretation Permits Installment Sale to Trust (CC Nov-Dec 78)
• Don't Forget: Year-End Stock Bonus Can be Accomplished Without Registration (CC Nov-Dec 78)
• SARs and the New Proxy Season (CC Nov-Dec 78)
• SEC Makes Technical Amendments to Rule 144 to Conform to September Amendments (CC Nov-Dec 78)
• Eleventh Hour Year-End Tax Strategies (CC Nov-Dec 78)

September-October 1978

• Rule 144 and Rule 145 - The SEC’s Gifts (CC Sept-Oct 78)
• Utilizing Restricted Securities as Collateral (CC Sept-Oct 78)
• Writing Options Against Restricted Securities (CC Sept-Oct 78)
• SEC Adopts Significant Amendments to Rule 144. Floodgoers About to Open? (CC Sept-Oct 78)
• SEC Proposes a Five-Year Cut-Off for Amount Limits Under Rule 144 (CC Sept-Oct 78)
• SEC Issues New Rule 10b-6 Purchase Guidelines - Appendix C (CC Sept-Oct 78)
• Staff Issues Interpretation That Prospectus Under Post-Effective Amendment Becomes Stale...(CC Sept-Oct 78)
• IRS Fails to Develop Method Permit Capital Gains Treatment of Non-Qualified Stock Options (CC Sept-Oct 78)
• SARs - Update on Accounting (CC Sept-Oct 78)
• New York Attorney General About to Go After Non-Blue Skied Employee Stock Plans (CC Sept-Oct 78)
• Section 16(b) Reminder (CC Sept-Oct 78)

July-August 1978

• Utilizing Restricted Securities As Collateral (CC July-Aug 78)
• New NYSE Rule 431(c)(8) Permits Brokers to Accept Restricted Securities as Collateral (CC July-Aug 78)
• Short Sales Under Rule 144 or Rule 145 (CC July-Aug 78)
• Short Sales of Shelf-Registered Securities (CC July-Aug 78)
• Staff Issues Two Recent Troublesome Letters Affecting Securities (CC July-Aug 78)
• Fungibility is Dead (CC July-Aug 78)
• Valuing Restricted Securities (CC July-Aug 78)
• Must a donee also aggregate with sales of a trust of which the donor is a trustee? (CC July-Aug 78)
• SEC Propostes Significantly More Detailed Management Remuneration Disclosure (CC July-Aug 78)
• New California Blue Sky Requirement Becomes Effective September 1 (CC July-Aug 78)

May-June 1978

• Restrictions on Shares Issued in Mergers and Acquisitions (CC May-June 78)
• Negotiating the Resale Provisions of the Merger Agreement (CC May-June 78)
• After-the-Fact Ways to Reduce or Eliminate Resale Restrictions (CC May-June 78)
• SEC Amends Rule 145 to Eliminate Resale Restrictions After Two-Year Holding Period (CC May-June 78)
• New Rule 145 Amendment Should Spur Many No-Action Requests (CC May-June 78)
• S-16 Registration Statements Now Available for Primary Offerings (CC May-June 78)
• S-16 Registration Statement Also Now Available for Dividend Reinvestment Plans and Rights Offerings (CC May-June 78)
• New York Stock Exchange Rule to Permit Restricted Securities as Collateral Delayed (CC May-June 78)
• Renegotiating a Merger Agreement Starts a New Two-Year Holding Period (CC May-June 78)
• Rule 155 Still Alive and Well (CC May-June 78)
• Employee Stock Purchase Plans With Matching Company Contributions Must Be Registered (CC May-June 78)
• New Options Release Forthcoming (CC May-June 78)
• New Rule 10b-6 Appendix of Conditions (CC May-June 78)

March-April 1978

• Corporate Repurchases (CC Mar-April 78)
• SEC About to Issue New Rule 10b-6 "Appendix of Conditions" (CC Mar-April 78)
• Staff Issues New Letters Defining "Distribution" in Shelf Registration Context (CC Mar-April 78)
• Staff Issues New Letter Covering Gifts By Control Persons (CC Mar-April 78)
• Staff Changes Its Position to Permit Short Sales of Rule 144 and Rule 145 Stock (CC Mar-April 78)
• SEC About to Issue Interpretation of Writing Options Against Rule 144 Stock (CC Mar-April 78)
• Brokers About to Accept Restricted Securities as Margin Collateral (CC Mar-April 78)
• SEC Adopting Consistent Resale Restrictions for Affiliates of Acquired Companies (CC Mar-April 78)
• Reminders (CC Mar-April 78)

January-February 1978

• Writing Call Options Against Securities Subject to Rule 144 or Rule 145 (CC Jan-Feb 78)
• Staff of SEC Permits General Motors to Issue One Million Shares of Stock Without Registration (CC Jan-Feb 78)
• Staff Issues Two Recent Letters Concerning Employee Stock Option Plans... (CC Jan-Feb 78)
• Staff Reiterates Its Position That Shares Covered by Shelf Registration Statements... (CC Jan-Feb 78)
• Staff Sets Forth Guidelines for Bank Which Acts as Fiduciary For Accounts Holding 17.5% of Issuer (CC Jan-Feb 78)
• Staff Permits 9.4% Stockholder to Sell Securities Without Restriction (CC Jan-Feb 78)
• "Perks" (CC Jan-Feb 78)
• Don't Overlook the New NYSE Audit Committee Requirement (CC Jan-Feb 78)
• IRS Proposes Regulation to End Deferred Compensation Arrangements (CC Jan-Feb 78)