The Securities and Exchange Commission is making groundbreaking changes to the rules that regulate the way companies make public offerings in the United States. In an open meeting June 29, 2005, the commissioners voted to approve the new regime, which was originally proposed in November 2004.
The new rules will relax many of the current restrictions on marketing an offering before a registration statement is filed. After filing a registration statement, companies will be free to use all kinds of written and oral marketing materials, subject to certain filing requirements. The prospectus delivery rules will be relaxed, and shelf offerings will be simplified by allowing more information to be included in prospectus supplements. Well-known, seasoned issuers will be eligible for automatic shelf registration without SEC review.
The timing for implementing the new regime should be clarified in the SEC’s final rules, which will be published shortly and will incorporate the staff’s interpretive guidance on certain issues as well as other minor changes to the original proposals. For a more detailed description of the rules as originally proposed, please see our client memo no. 2004-34, Groundbreaking Proposals on U.S. Public Offerings, December 16, 2004, available on our website at www.torys.com, under Publications.
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The complete release of the November proposals is available from the SEC’s website at www.sec.gov/rules/proposed/33-8501.htm
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