SEC Issues Favorable Interpretive Guidance on Rule 144 Holding Period in UP-C Structure
On November 1, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued interpretive guidance concluding that the Rule 144(d) holding period for corporation shares acquired upon an exchange of partnership units in an UP-C structure commences upon the holder’s acquisition of (including payment of the full consideration for such partnership units under Rule 144(d)(1)) the partnership units. The staff’s interpretive guidance was issued in response to a request jointly submitted by Simpson Thacher & Bartlett LLP and two other law firms, and expands upon analogous guidance issued earlier this year in relating to exchanges in an “UPREIT” structure of partnership units for shares in a parent real estate investment trust.