How offering reforms change counsel's role

Author: | Published: 1 Feb 2005

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...