The Corporate Counsel, Vol. IV: 1979

November-December 1979

• Elimination of the S-8 Registration Statement (CC Nov-Dec 79)
• New Proposed Rule 13e-2, About to be Issued (CC Nov-Dec 79)
• SEC About to End Registration Requirement for Open Market Employee Stock Purchase Plans (CC Nov-Dec 79)
• Update: Using Company Stock to Exercise Stock Options (CC Nov-Dec 79)
• More Issuers Extending Option Exercise Period for Retired Employees (CC Nov-Dec 79)
• Staff Momentarily Resurrects Rule 155 (CC Nov-Dec 79)
• Staff Clarifies Application of Rule 144 to Relatives (CC Nov-Dec 79)
• Resales of Shares Issued in Mergers and Acquisitions (CC Nov-Dec 79)
• Rules 146, 240 & 242 Comparison Chart (CC Nov-Dec 79)

September-October 1979

• Gifts of Securities Subject to Rule 144 (CC Sept-Oct 79)
• Installment Sales (CC Sept-Oct 79)
• Short Sales (CC Sept-Oct 79)
• Utilizing Restricted and Control Securities as Collateral (CC Sept-Oct 79)
• Writing Options Against Restricted Securities (CC Sept-Oct 79)
• Year-End Stock Bonus Without Registration (CC Sept-Oct 79)
• Staff Issues Significant Interpretive Letter Clarifying New Rule 144 Interpretive Release (CC Sept-Oct 79)
• Divorce (CC Sept-Oct 79)
• Price Guarantees in Mergers and Acquisitions (CC Sept-Oct 79)
• New Relief on Horizon for Dividend Reinvestment Plans (CC Sept-Oct 79)
• Brokers' Transaction Requirement to be Abolished (CC Sept-Oct 79)
• Three-Year Rule 144 Cut-Off is Nearing Reality (CC Sept-Oct 79)
• Three-Year Holding Period Sufficient for Reliance on Section 4(1) for Sales Outside Rule 144 (CC Sept-Oct 79)
• Reliance Upon 4(1) Exemption for Private Sales (CC Sept-Oct 79)
• Update: Using Company Stock to Exercise Stock Options (CC Sept-Oct 79)
• Private IRS Letter Ruling Covering Use of Company Stock to Exercise Stock Options (CC Sept-Oct 79)

July-August 1979

• Trusts and Estates - Staff Adopts Significant New Positions (CC July-Aug 79)
• Gifts - Donee Free of Restrictions Once Donor is Free (CC July-Aug 79)
• Restricted Securities Distributed from Corporations - Parity with Partnerships (CC July-Aug 79)
• Employee Stock Plans with Vesting Provisions - Holding Period Commences upon Allocation (CC July-Aug 79)
• Installment Purchases and Short Sales - Holding Period Problems Alleviated (CC July-Aug 79)
• Computing the Volume Limitations (CC July-Aug 79)
• Short Sales Against the Box - Codified (CC July-Aug 79)
• Writing Call Options (CC July-Aug 79)
• The "Market Maker" Exception (CC July-Aug 79)
• New Availability of Rule 144 for Sales of Securities Covered by Shelf Registrations (CC July-Aug 79)
• Staff Issues Interpretive Letter with New Management Remuneration Guidelines (CC July-Aug 79)
• Interesting Information Emerging from 1978-1979 Proxy Statements (CC July-Aug 79)
• Staff Says Purchaser of 55,000 Shares Covered by S-16 Not an Underwriter (CC July-Aug 79)
• SAR's Limited to Tender or Exchange Offers Qualify for 16b-3 Exemption (CC July-Aug 79)
• SEC Reverses Harsh 10b-6 Position for Broker Repurchases (CC July-Aug 79)
• Dividend Reinvestment Plans (CC July-Aug 79)
• Novel Approach to Exercising Stock Option - Use Company Stock (CC July-Aug 79)

May-June 1979

• Odd Lot Tender Offers (CC May-June 79)
• New SEC Position on Distributions of Restricted Securities From Corporations? (CC May-June 79)
• The March Rule 144 Amendments Provide Another Break for Investment Partnerships (CC May-June 79)
• Staff Reverses Position, Stock Plans Involving Nominal Payments Cannot Qualify for 16b-3 Exemption (CC May-June 79)
• Staff Says Payment by Issuer of Optionee's Tax Liability is an SAR (CC May-June 79)
• New York Extends Registration Deadline to November 1 (CC May-June 79)
• IRS Issues Two Favorable Rulings Covering Deferred Compensation Plans (CC May-June 79)
• Favorable IRS Ruling for SARs Not Tied to Stock Options (CC May-June 79)
• SEC About to Issue Massive Rule 144 Interpretive Release (CC May-June 79)

March-April 1979

• The New Rule 144 Amount Limits (CC Mar-April 79)
• Sales by Affiliates (CC Mar-April 79)
• Rendering Section 4(1) Options Covering Sales of Restricted Securities Outside Rule 144 (CC Mar-April 79)
• SEC Rescinds Rule 155 - No More Restrictions on Pre-Rule 144 Convertible Securities (CC Mar-April 79)
• No New Holding Period for Shares Issued Pursuant to Contingent Pay-Out Provisions (CC Mar-April 79)
• Staff Clarifies Its Position on Aggregation in Trust Context: One-Way Street (CC Mar-April 79)
• Market Regulation Staff Takes Another Step in Defining What is Not a "Distribution" (CC Mar-April 79)
• Staff Grants No-Action Letters to Several Interesting Employee Stock Plans (CC Mar-April 79)
• Update on Use of S-16 to Register Previously Issued Option Stock (CC Mar-April 79)
• The Two-Year Cut-Off for Shares Issued I. 3(a)(10) Transactions (CC Mar-April 79)
• Rule 144 Interpretative Release On Its Way (CC Mar-April 79)
• IRS Solicits Suggestions for Valuing Nonqualified Employee Stock Options (CC Mar-April 79)

January-February 1979

• Updating the S-16 - The Accountants' Consent (CC Jan-Feb 79)
• Filing an S-16 in Tandem with an S-8 (CC Jan-Feb 79)
• Do Not Forget To Use the S-16 for Dividend Reinvestment Plans (CC Jan-Feb 79)
• Stock Appreciation Rights (CC Jan-Feb 79)
• The S-8 Prospectus (CC Jan-Feb 79)
• (A Word About Management Remuneration - Deferred Compensation) (CC Jan-Feb 79)
• Issuers Extending Post-Retirement Exercise Period for Stock Options (CC Jan-Feb 79)
• SEC Reconsiders 16b-3 Position Covering Performance Share Plans (CC Jan-Feb 79)
• Staff Confirms that Two-Year Cut-Off Does Apply to 3(a)(10) Transactions (CC Jan-Feb 79)
• Schedules 13G Now Due for 5% Beneficial Owners (CC Jan-Feb 79)
• IRS Says Sale Proceeds Received After October 31, 1978 Qualify for 60% Capital Gains Treatment (CC Jan-Feb 79)
• U.S. Supreme Court (Reverses Daniel) Gives New York State Cause to Pause (CC Jan-Feb 79)
• Update - Rule 144 (CC Jan-Feb 79)
• We have an issuer client that has granted stock options to several employees...(CC Jan-Feb 79)
• May a former officer both exercise a stock option and sell his stock the day after his resignation... (CC Jan-Feb 79)
• Does a distribution of Rule 144 stock start a new holding period... (CC Jan-Feb 79)
• Has the SEC provided any guidance with respect to 1933 Act legends? (CC Jan-Feb 79)