SEC Adopts Securities Act Reform

Originally published August 24, 2005

On June 29, 2005, the Securities and Exchange Commission adopted significant modifications to the securities registration and offering processes under the Securities Act of 1933. Release Nos. 33-8591; 34-52056; IC-26993. The new rules were adopted substantially as proposed in Release Nos. 33- 8501; 34-50624; IC-26649. The modifications are critically important to any company that accesses the public securities markets and to the investment banking firms that underwrite public offerings.

The new rules will result in significant changes in the way substantially all issuers conduct their registered securities offerings and eliminate unnecessary and outmoded restrictions on the capital raising process. In addition, the new rules require public companies to provide more timely investment information to investors. Finally, the new rules continue the SEC’s efforts towards integrating the disclosure processes under the Securities Act and the Securities