The Securities and Exchange Commission plans to introduce rules
that could radically change the way US-registered securities
offerings are marketed and documented. The new rules, put forward
late last year, would alter the way registered offerings are
conducted by non-US issuers and their advisers, as well as by their
US counterparts, and might also affect the way unregistered deals
are carried out.
In November 2004 the SEC announced its intention to change the
rules governing how US-registered securities offerings are
conducted. During the comment period on the proposed new rules,
which closed on January 31, few public criticisms and a fair amount
of public praise were expressed, meaning that the reforms should be
enacted soon and without significant changes. How, then, will the
lawyers who help execute securities offerings - whether they serve
as in-house counsel at investment banks, work as underwriters'
outside counsel or represent issuers - have to change their deal
documents and practices to comport with...