Client Alert

When We Were WKSIs: How Stock Market Volatility Could Threaten Issuers Eligibility for Certain Shelf Registration Statements

December 15, 2008

Teri O'Brien

Due to provisions of the Securities Offering Reform adopted by the Securities and Exchange Commission (SEC) in 2005 that provide for three-year limits on the effectiveness of certain shelf registration statements covering primary offerings, affected shelf registration statements have begun to expire as of December 1, 2008. As a result, and given that SEC rules require issuers to replace rather than amend expiring shelf registration statements, many issuers are now beginning the process of filing replacement shelf registration statements for those shelf registration statements that are expiring.

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