December 2, 2005

Post-’33 Act Reform: List of Underwriting Agreements

We have created a list of underwriting agreements that have been filed with the SEC that seem to take the ’33 Act reform into account. We will periodically update this list. Among the agreements filed so far are:

– Thomas Weisel Partners S-1 underwriting agreement (, 11/28/05) (Note: form of legal opinions not included)

– Thomas Weisel Partners F-1 underwriting agreement (Scopus Video Networks, 11/18/05)

– Thomas Weisel Partners S-1 underwriting agreement (Rackable Systems, 11/30/05) (Note: agreement not to use FWP)

– W.R. Hambrecht & Co. S-1 underwriting agreement (Fortunet, 11/14/05)

– Credit Suisse First Boston Mortgage Securities ABS underwriting agreement (11/23/05)

First Automatic Shelfs and Free Writing Prospectuses Filed

The race to file automatic shelfs is on. Temple-Inland was first at 9:04 am – and the first FWP was filed by Platinum Underwriters Holdings at 9:29 am.

Here are some Form S-3ASRs filed yesterday (stands for “S-3 automatic shelf registration”):

Temple-Inland (12/1/05)(pay-as-you-go and included a “description of securities” section)

XL Capital Ltd (12/1/05) (pay-as-you go and included a “description of securities” section)

Golden West Financial (12/1/05) (registered $2B of debt, pay-as-you go and included a “description of securities”)

Death of the BlackBerry?

Yesterday’s papers carried stories about how RIM has lost yet another critical patent lawsuit – and how the odds of BlackBerry service continuing are not looking too good.

I know how life without a BlackBerry is unthinkable for many of you – but take it from a guy who has managed just fine without it, you will feel much freer without that beast ruling your life! I’ll never forget sitting on a panel with a dude who was checking his BlackBerry as he was speaking from the dais. Free Willy!

December Eminders is Up!

We have posted the December issue of our monthly email newsletter.