The Corporate Counsel, Vol. II: 1977

November-December 1977

• Making Gifts of Securities Subject to Rules 144 and 145 (CC Nov-Dec 77)
• Rule 145 Restrictions on Resale Last Forever (CC Nov-Dec 77)
• SEC Proposes Amendments to Make S-16 Available for Public Offerings by Issuers (CC Nov-Dec 77)
• Staff of SEC Refuses to Grant No-Action Letter to Estate Owning 10% of Outstanding Stock of Issuer (CC Nov-Dec 77)
• Staff Permits Pledgee to Sell Pre-144 Restricted Securities Without Restriction (CC Nov-Dec 77)
• SEC Appears to Go Back to More Sensible Position on Price Guarantees in Merger Agreements (CC Nov-Dec 77)
• Market Regulation Staff Says Shelf Registration Statement... Not a "Distribution" (CC Nov-Dec 77)
• Using Rule 144 Stock as Collateral - Update (CC Nov-Dec 77)
• Changing Amount Limitations of Rule 144 - Update (CC Nov-Dec 77)
• Year-End Tax Planning (CC Nov-Dec 77)

September-October 1977

• Pitfalls When Using Restricted and Control Securities in Private Transactions (CC Sept-Oct 77)
• SEC Proposes New Rule Governing Resales of Unregistered Securities ... (CC Sept-Oct 77)
• SEC Getting Ready to Increase the Amount Limitations of Rule 144 (CC Sept-Oct 77)
• Staff Says Donee Must Aggregate Not Only with Donor but with Persons Acting in Concert with Donor (CC Sept-Oct 77)
• Fungibility Rises From the Dead (CC Sept-Oct 77)
• IRS Indicates that Deferred Compensation Plans May Be in Danger (CC Sept-Oct 77)
• IRS Issues Guidelines for the Valuation of Restricted Securities (CC Sept-Oct 77)
• SEC Continues to Permit Companies to Grant Unregistered Stock Bonuses (CC Sept-Oct 77)
• SEC Still Takes Position that "Put" on Restricted Securities Taints Holding Period (CC Sept-Oct 77)
• Brokers About to be Permitted to Accept Restricted Stock as Collateral in Margin Accounts (CC Sept-Oct 77)
• Who is a Control Person for Purposes of Rule 144? (CC Sept-Oct 77)

July-August 1977

• New SEC Rule Changes and Interpretations Affecting SARs (CC July-Aug 77)
• Merrill Lynch Loses Round II of Rule 145 Bout with SEC (CC July-Aug 77)
• Staff Going Forward in Granting No-Action Positions in "Bonus Stock" Context (CC July-Aug 77)
• Far Reaching Implications of Bonus Stock Position (CC July-Aug 77)
• New No-Action Letter Disreguards Volume Requirement for Listed Bonds (CC July-Aug 77)
• New Transfer Agent Rules Go Into Effect - Will Not Speed Up Rule 144 Transfers (CC July-Aug 77)
• Writing Options Against Rule 144 Stock - Update (CC July-Aug 77)

May-June 1977

• How to Achieve Expedited Handling of Sales Under Rule 144 (CC May-June 77)
• Stock Options - Many Companies Choose Not to File S-16's with Their S-8's (CC May-June 77)
• New SEC Release Will Clarify Use of S-16 in Tandem with S-8 (CC May-June 77)
• SEC to Permit Writing Options Against Securities Subject to Rules 144 and 145 (CC May-June 77)
• Rule 145 Resale Restrictions Will Not Be Forever (CC May-June 77)
• Staff Takes Position that Estate is Not Subject to Rule 144 (CC May-June 77)
• Staff Permits Bank Pledgee to Liquidate Outside of Rule 144 Shares Pledged by President of Issuer (CC May-June 77)
• A $490,000 Short Swing Profit Rule Violation (CC May-June 77)
• Stock Appreciation Rights - Update (CC May-June 77)

March-April 1977

• Questions Frequently Asked About the S-16 Registration Statement (CC Mar-April 77)
• SEC Takes Significant Step Permitting Distribution and Sale of Unregistered Bonus Stock (CC Mar-April 77)
• SEC Adheres to Position that Rule 145 Resale Restrictions Apply Forever
• Potential 145 Trap (CC Mar-April 77)
• Will the SEC Adopt a No-Action Position that... Resale Restrictions No Longer Apply? (CC Mar-April 77)
• SEC Confirms that Rule 155 is Dead as to Convertible Securities Acquired in Rule 133 Transactions (CC Mar-April 77)
• "Restricted Securities" Received in "Blown" Private Placement May Still Be Sold Under Rule 144 (CC Mar-April 77)
• Reminder - Resale Restrictions on Option Stock by Affiliates (CC Mar-April 77)

January-February 1977

• Stock Appreciation Rights ("SAR"s) Big Breakthrough in Executive Compensation (CC Jan-Feb 77)
• SEC Adopts New Relaxed Requirements for S-7 and S-16 Registration Statements (CC Jan-Feb 77)
• IRS May Be on the Verge of Granting a Tax Break to Holders of Non-Qualified Employee Stock Options (CC Jan-Feb 77)
• Recent Interpretative Letters Covering ESOPs and Stock Bonus Plans (CC Jan-Feb 77)
• SEC Issues Interpretation of How to Compute Volume for Rule 145 Sales (CC Jan-Feb 77)
• SEC Issues Interpretation that Transfer of Rule 145 Stock Does Not Start New Holding Period (CC Jan-Feb 77)
• Gifts of Rule 145 Stock (CC Jan-Feb 77)
• Staff of SEC Appears to Have Disregarded Rule 155 in Recent Interpretative Letter (CC Jan-Feb 77)
• New Corporate Director's Guidebook Prepared by ABA (CC Jan-Feb 77)