SEC Proposes Significant Changes To The Registered Offering Framework

Highlights

• SEC proposes significant amendments to modernize and streamline the registered offering framework under the Securities Act.
• The proposed amendments would significantly expand access to Form S-3, shelf registration and ATM offerings by eliminating existing public float and “baby shelf” limitations and removing the current requirement that issuers wait 12 months before becoming eligible to use Form S-3.
• The proposed amendments would extend many WKSI-style communications and offering accommodations to a substantially broader range of domestic public companies through new “ELI” and “SELI” categories.
• The proposed amendments would modernize Form S-1 incorporation-by-reference rules and preempt state blue sky registration and qualification requirements for registered offerings.