SEC Proposes Transformative Rule Changes To The Registered Offering Process – Part 4
On May 19, 2026, the SEC proposed two separate rule changes that together represent the most significant modernization of the registered offering framework in more than twenty years. Operating in coordination with a companion release which proposes to recalibrate public company filer status and expand emerging growth company accommodations, this reform package is designed to dismantle historical regulatory friction, facilitate capital formation, and simplify the compliance architecture for a vast majority of public issuers
In the first of these transformative potential rule changes, the SEC has proposed registered offering reforms that would: (i) increase access to shelf registrations on Form S-3; (ii) allow the use of offering communications that currently are limited to use by well-known seasoned issuers (WKSI) by eliminating the definition of a WKSI for all companies other than foreign private issuers (FPIs) and creating a new set of issuer categories ; (iii) expand the availability of incorporation by reference into Form S-1; and (iv) expand Read More »
SEC Proposes Transformative Rule Changes To The Registered Offering Process – Part 3
On May 19, 2026, the SEC proposed two separate rule changes that together represent the most significant modernization of the registered offering framework in more than twenty years. Operating in coordination with a companion release which proposes to recalibrate public company filer status and expand emerging growth company accommodations, this reform package is designed to dismantle historical regulatory friction, facilitate capital formation, and simplify the compliance architecture for a vast majority of public issuers
In the first of these transformative potential rule changes, the SEC has proposed registered offering reforms that would: (i) increase access to shelf registrations on Form S-3; (ii) allow the use of offering communications that currently are limited to use by well-known seasoned issuers (WKSI) by eliminating the definition of a WKSI for all companies other than foreign private issuers (FPIs) and creating a new set of issuer categories ; (iii) expand the availability of incorporation by reference into Form S-1; and (iv) expand Read More »
Free Writing Prospectus
I’m finding a lot of good segues recently – flowing from my discussion on the definition and implications of shell company status in a reverse merger (see HERE) is the topic of a free writing prospectus (“FWP”). In particular, what is a free writing prospectus, when and how is it used, and what companies are eligible for its use.
Communications during a registered offering are strictly regulated, including communications before the filing of a registration statement, after filing and before effectiveness, and after effectiveness – for more on communications during the offering process see HERE. An FWP is a written communication other than the prospectus filed with the SEC, used to make offers, or to market an offering.
An FWP is one of the few writings, beyond the prospectus itself, that may be used to market an offering. However, its use is limited to eligible companies, or in securities law parlance – those that are not ineligible. Accordingly, Read More »
