In November 2004, the US Securities and Exchange Commission
(SEC) published proposed rules that would substantially change
the registration, communications and offering processes under
the Securities Act of 1933. The proposals were the most
far-reaching set out by the SEC since the demise of its 1998
so-called Aircraft Carrier release and have far-reaching
effects both for domestic and non-US issuers.
After a public comment period that ended in January 2005 and
internal reworking of certain aspects of the proposed rules,
the SEC unanimously adopted new rules at an open meeting on
June 29. The new rules will be one of William Donaldson's
long-term contributions to the US capital markets; he was able
to pass the final rules just a day before he stepped down. The
new rules appear to be largely consistent with the original
proposals, as had been expected given the generally supportive
comments submitted to the SEC....