Aircraft Carrier Resurfaces

News Brief

By: Cydney Posner

Next Tuesday, the SEC will hold an open meeting at which it will consider whether to propose new and amended rules and form changes to modify the registration, communications and offering processes under the Securities Act. According to the SEC, the proposals would also seek to ensure more timely investment information to investors without mandating delays in the offering process and would further integrate disclosure processes under the Securities Act and the Exchange Act. In addition, the proposals would address communications related to registered securities offerings, delivery of information to investors and procedural restrictions in the offering and capital formation process.

According to attendees at a conference earlier this month, Alan Beller gave a preview that the proposal would relate to:

  • "the quiet period process, gun-jumping restrictions and when it makes sense for companies to continue communicating with the public even if an offering is underway;
  • whether it is desirable to permit some level of free-riding, and if so, what liability and filing obligations should attach;
  • the timing of the current liability scheme and whether it makes sense to have liability attach on final prospectus and registration statement language when those documents were not final when investors made their decisions to purchase;
  • how to use technology better in the offering process;
  • how the shelf offering system might be modified in light of electronic delivery opportunities and realities;
  • whether and when the SEC should be less involved in the offering process for some established issuers; and
  • how electronic delivery of prospectuses could be accomplished."
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