Clarifications made as SEC extends testing-the-waters provision

Brian Rosenzweig is quoted in the International Financial Law Review regarding the clarifications made to the SEC’s “test-the-waters” provision. Mr. Rosenzweig believes that there are no significant changes from the rules proposed earlier this year, although some minor tweaks were made. "The rules were adopted pretty much as proposed, and are generally viewed by everyone in the industry as a positive development," he said. "Since test the waters communications made pursuant to new Rule 163B constitute offers for purposes of potential liability under Section 12(a)(2) of the Securities Act, issuers and counsel would have focused on keeping TTW communications consistent with the disclosure in the registration statement and prospectus in any event.”