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...