Rule 145 is an SEC rule that treats certain transactions—such as mergers, consolidations, reclassifications, and asset transfers that involve an exchange of securities—as sales of securities, triggering registration or an exemption and affecting resale restrictions for recipients. In stock-for-stock M&A, Rule 145 can determine whether shareholders receive “restricted securities” and how they may resell, and Rule 145 analysis is typically part of securities law structuring and disclosure planning.
