Randy "Tandy" Dandy No More

On October 5, 2016, the SEC unceremoniously dropped a long-standing requirement that issuers affirmatively state that they will not raise the SEC review process and acceleration of effectiveness as a defense to legal proceedings.

The so-called Tandy representations (named in honor of the first issuer that the SEC required to make them) required each issuer, in a letter responding to SEC staff comments to a registration statement or an amendment, to acknowledge that:

1. It is responsible for the adequacy and accuracy of the disclosure in its registration statement;
2. SEC Staff comments or changes to disclosure in response to Staff comments in its registration statement reviewed by the Staff do not foreclose the SEC from taking any action with respect to the registration statement; and