New SEC Rules for Securities Offering Reform

In a recent release¹ (the "Final Release"), the Securities and Exchange Commission (the "SEC") adopted numerous changes to its rules that are intended to modify significantly the registration, communications and offering processes under the Securities Act of 1933 (the "Securities Act"). This article summarizes certain of the rules (the "Final Rules") adopted in the Final Release. The Final Rules will be effective on December 1, 2005.

The Final Rules were adopted to a large degree as originally proposed (the "Proposed Rules") by the SEC in its November 2004 release (the "Proposing Release")². It also follows, and to some extent modifies, the SEC’s December 2004 release³ (the "ABS Release"), which codified and revised SEC requirements with respect to asset-backed securities ("ABS"). The ABS Release was separately described in a Cadwalader Clients & Friends Memorandum dated January 4, 2005.⁴ A summary of the impact of the Final Rules on ABS issuers is set out below beginning on page 20.