TheCorporateCounsel.net

May 4, 2006

Free Writing Prospectuses: The Survey

Since the December 1st effective date of Securities Act reform, lawyers have been more careful about what constitutes the “disclosure package” as more writings are being considered a potential offer and filed as a free writing prospectus. Take our new survey on how many pieces typically constitute the “disclosure package” as well as the largest disclosure package you have worked on to date.

Free Writing Prospectuses: The Fun Stuff

As noted in our “Analysis of Free Writing Prospectuses” – which includes samples of the various types of FWPs filed so far – approximately 3000 FWPs have been filed with the SEC since December 1st. As part of the survey noted above, we have included a question asking which of six notable FWPs you find the most interesting. Check it out and have some fun.

If you are aware of other interesting FWPs not on this list, please drop me an email and let me know.

Survey Results: Trading Policies for Outside Directors

Our June 2005 survey on blackout practices ended with a question as to whether outside directors were subject to restrictions. Our most recent survey followed up on that theme with the following results:

1. Are outside directors at your company subject to restrictions on trading in company securities?

– Yes – 100%
– No – 0%

2. If yes, are they subject to the same restrictions as senior management?

– Yes – 93.7%
– No – 6.3%

3. Are outside directors free to trade at any time when there are no restrictions or must they also preclear their trades (eg. with the compliance or legal department)?

– Must always preclear- 88.8%
– Only needs to preclear in limited circumstances – 6.3%
– Never needs to preclear – 5.0%

4. If preclearance is required, how long is the preclearance valid?

– Less than 3 trading days – 35.5%
– 3-5 trading days – 28.9%
– 5-10 trading days – 18.4%
– More than 10 trading days – 17.1%