• SEC Adopts New Short Form Criteria to Replace “Investment Grade” Eligibility Criteria
  • August 8, 2011 | Author: Carol M. McGee
  • Law Firm: Alston & Bird LLP - Washington Office
  • On July 26, 2011, the U.S. Securities and Exchange Commission (the “Commission”) unanimously approved final rules that remove credit ratings as eligibility criteria for “Short Form” registration statements (e.g., Form S-3 and F-3) and replace such criteria with new eligibility requirements. Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) mandates that the Commission review Commission rules, regulations and forms that rely upon credit-worthiness and credit ratings, and remove and replace such references with a standard of credit-worthiness that the Commission deems appropriate. In addition, the final rules rescind Form F-9 (a form used by certain Canadian issuers) due to regulatory developments in Canada. The final rules also amend several other rules and forms to refer to the new Short Form eligibility requirements.