Transactional & Securities Update - SEC Issues Final Rules Under Securities Offering Reform Initiative

On July 19, 2005, the Securities and Exchange Commission issued a release adopting a comprehensive, deregulatory package of rules modifying communication, registration and offering processes under the Securities Act of 1933 ("Securities Act"). The focus of these rules, which had been approved on June 29, is to liberalize permitted offering activity and communications, to improve the shelf registration process, to eliminate obsolete prospectus delivery requirements and to clarify when disclosure liability attaches. The promulgation of these new rules is the most significant development in securities offering regulation since integrated disclosure was invented and paired with shelf registration 25 years ago. Now, even more than then, the most far-reaching revisions of the rules are available only to the largest public companies, which the SEC calls "well-known seasoned issuers."