May 14, 2020



Disclosure Obligations of Underwriters of Municipal Securities
      Robert A. Fippinger and Edward L. Pittman, 47(1): 127–56 (Nov. 1991)
In the past few years, the SEC has published its view of the disclosure responsibilities of municipal underwriters imposed by the general antifraud provisions of the federal securities laws and also has adopted rule 15c2–12 under the Exchange Act that creates a formal process for disclosure in municipal offerings. In this Article, the authors provide an overview of the SEC's initiatives and describe the relationship between the general antifraud provisions and the structure for municipal offerings mandated by rule 15c2–12.

Federal Securities Law Issues for the Sticky Offering
      Daniel J. Winnike and Christopher E. Nordquist, 48(3): 869–87 (May 1993)
In some public offering situations, the public's reception is so unenthusiastic that the managing underwriter is forced to take some portion of the offered securities into its investment account until market conditions are more favorable. These "sticky" offerings implicate a number of issues under both the Securities Act and the Exchange Act. The authors explore the application of these federal securities laws to the special circumstances involved in sticky offerings.

Report of the Task Force on Sellers' Due Diligence and Similar Defenses Under the Federal Securities Laws
      committee on Federal Regulation of Securities, 48(3): 1185–1241 (May 1993)
This Report considers the changes over the past twenty years in how reporting issuers offer their securities to the public and the impact of these changes on the ability of underwriters and other sellers of securities to establish the "due diligence" defenses available to them under the federal securities laws. The Report also offers its conclusions on relevant aspects of liability under section 12(2) of the Securities Act and urges the SEC to take action in accordance with the Report's recommendations.

No Registration Opinions Special Report
      Subcommittee on Securities Law Opinions, committee on Federal Regulation of Securities, ABA Section of Business Law, 63(1): 187–194 (November 2007)

Negative Assurance in Securities Offerings (2008 Revision)

Report of the Subcommittee on Securities Law Opinions, committee on Federal Regulation of Securities, ABA Section of Business Law, 64(2): 395-410 (February 2009)

Law of Private Placements (Non–Public Offerings) Not Entitled to Benefits of Safe Harbors—A Report
      committee on Federal Regulation of Securities, ABA Section of Business Law, 66(1): 85–124 (November 2010)

The Promise of Unfavorable Research: Ramifications of Regulations Separating Research and Investment Banking for IPO Issuers and Investors
     Benjamin J. Catalano; 72(1): 31-60 (Winter 2016/2017)
The trend in Securities and Exchange Commission and Financial Industry Regulatory Authority rulemaking and enforcement to insulate research from investment banking influence has led to the removal of research analysts from the underwriting process with adverse consequences for new issuers and their investors. The approach conflicts with the congressional objective under the Jumpstart Our Business Startups (JOBS) Act to incorporate research fully in public offerings for emerging growth companies, which now comprise the vast majority of IPO issuers. Faced with these competing objectives, broker-dealers should have written policies and procedures that are carefully crafted to service their underwriting and investor clients appropriately and to take advantage of the JOBS Act privileges with respect to research.