Comment

Author: | Published: 1 Jan 2000

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 The Exxon Capital line of no-action letters would be repealed.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,...