April 30, 2004

Google IPO Prospectus Here is

Here is the S-1 filed by Google for its auction IPO!

Proposed Asset-Backed Registration & Reporting Framework

At Wednesday’s open Commission meeting, the SEC proposed new rules – Regulation AB – governing registration, reporting and disclosure requirements for asset-backed securities. The SEC intends this new regulatory regime to codify existing staff positions taken in no-action letters and other interpretive guidance. There is a 60-day comment period. Here is the SEC’s press release. We have started posting client alerts in A.11 of our Sarbanes-Oxley Law Firm Memos.

The following are meeting notes from Jenner & Block that indicate that the proposal would:

– provide for asset-backed securities to be registered on Forms S-1 or S-3. Form S-3 would be available for shelf registration of asset-backed securities under certain conditions, including the requirement that the securities be investment grade.

– enhance foreign access to the U.S. asset-backed securities markets by alleviating impediments to shelf registration by foreign asset-backed security issuers. At the same time, increased disclosure would be required regarding the material effect of foreign laws and regulations on the securities.

– emphasize differences between asset-backed and other securities require tailored disclosure requirements that target information that is important to investors in asset-backed securities.

– codify the many exemptive orders and over 200 no-action letters that have been issued to modify Exchange Act reporting requirements for asset-backed security issuers.

– continue to allow asset-backed security issuers to file, in place of quarterly reports on Form 10-Q, distribution reports that detail the performance of pool assets and payments on the securities.

– specify which of the recently adopted Form 8-K events would be applicable to issuers of asset-backed securities and includes events that are specific to asset-backed securities, such as the failure to make a distribution.

– codify the form of certification under Section 302 of the Sarbanes-Oxley Act and would retain current requirements for an annual service or compliance statement and an assessment and report attested to by an accountant as to compliance with particular servicing criteria.

– introduce a new subpart of Regulation S-K consisting of principles-based disclosure items that would form the basis of Securities Act and Exchange Act disclosure for asset-backed securities. The proposed disclosure items are based largely on current industry practice. They further enhance requirements regarding the sponsor, servicer and trustee of the securities and require disclosure of certain statistical information on a static pool basis if material to an offering.

– codify no-action letters issued in the mid-1990s permitting the use of certain written materials about asset-backed securities. These materials may contain information about the structure and asset pool and data regarding potential payouts of the assets under various pre-payment and other assumptions.

– clarify certain interpretive issues addressed by the staff over the past decade, such as the ability to include loan level information. The new rules would also require the filing of these materials.

– place foreign asset-backed offerings on a more comparable footing with domestic issuers. In the past, foreign issuers were required to use Form S-1 until the staff was comfortable with the issuer’s disclosure of its home country’s regulatory environment, particularly regarding bankruptcy, tax and the perfection of a security interest. The staff determined that it could be just as vigilant on these disclosure issues in the shelf context as in the non-shelf context, and that Form S-3 should therefore be more available to foreign issuers.

Who Do Ya Like in the Derby?

If you follow the ponies, you are duty-bound as a card-carrying legal practitioner to bet on “Read The Footnotes,” who a 12-1 entry in the Kentucky Derby on Saturday.