On November 3 1998 the US SEC proposed sweeping changes in
the registration of securities offerings. The proposal was
dubbed the "aircraft carrier" by its chief architect, Brian J
Lane, director of the SEC's Division of Corporation Finance,
possibly out of respect for its 584 pages.
The proposal touched upon virtually every aspect of
securities regulation. For example, current Forms S-1, S-3, S-4
and related foreign forms would be replaced by new Forms A, B
and C. Under the proposal, an issuer would deliver a term sheet
to offerees before the investment decision had been made.
Issuers could provide non-prospectus "free writing" to
offerees, as long as it was filed with the SEC. The Exxon
Capital line of no-action letters would be repealed. Exchange
Act reporting would be tightened or accelerated; foreign
private issuers would have five months to file Form 20-Fs,
instead of six.
Judging from published accounts, though,...