SEC Proposes to Reform Securities Offering Rules

Originally published November 22, 2004

The Securities and Exchange Commission (SEC) intends to overhaul some of the rules governing the registration and offer of securities under the Securities Act of 1933 (Securities Act). In Release Nos. 33-8501 and 34-50624 (published earlier this month), the SEC proposes changes that it believes will "eliminate unnecessary and outmoded restrictions on offerings." Sweeping in breadth, the proposals touch upon a variety of topics relating to registered securities offerings, including the use of research reports, issuer and underwriter liability, prospectus delivery obligations, risk factor disclosure, shelf registrations, and the SEC’s oft-criticized "gun-jumping" prohibitions against communications during a public offering. This article addresses the proposed changes in two areas that we believe will be of interest to a large number of our clients: gun-jumping