ARTICLE: Tracing Skip over navigation
LexisNexis® Browse Law Reviews and Treatises
Skip over navigation
Sign in with your lexis.com® ID to access the full text of this article.
-OR-
Order the full text of this article if you do not have a lexis.com® ID.
 
Price: 
US $22.00 (+ tax)
 
 

Copyright (c) 2006 Tulane University
Tulane Law Review

ARTICLE: Tracing

February, 2006

80 Tul. L. Rev. 849

Author

Peter B. Oh*

Excerpt



I. Introduction
 
As part of a broader initiative integrating statutory disclosure requirements, 1 the Securities and Exchange Commission (SEC) has implemented an "access equals delivery" model for prospectuses. 2 The model relieves certain issuers of their existing obligations to print and deliver a final prospectus to investors prior to or contemporaneous with the sale of a security; 3 such issuers merely have to file the final prospectus with a timely registration statement. 4 This streamlined requirement presumes that investors have access to any filings available on the Internet. 5 Accordingly, posting filings on a Web site constructively effects delivery.

There are consequences to subsuming delivery obligations within the rubric of presumed access. On the one hand, the "access equals delivery" regime would eliminate simultaneous delivery of the final prospectus and a confirmation of sale, 6 arguably clarifying the function of a confirmation and expediting sales of some securities. On the other hand, delivery of the final prospectus after the sale of a security reassures investors that their purchase is part of a registered transaction in a way that presumed access cannot. 7 Recognizing the value of such reassurance, the SEC's rule requires parties effecting sale of a security to send investors a notification, instead of a final prospectus, confirming that the transaction is connected to a registration statement. 8

Providing reassurance, however, was not the original rationale for the notification provision. In unveiling its "access equals delivery" model, the SEC announced: "To preserve an investor's ...
 
 
If you are interested in obtaining a lexis.com® ID and Password, please contact us at 1-(800)-227-4908 or visit us at http://www.lexisnexis.com/.
Search Documents
 
eg., Environmental Insurance Coverage Under the Comprehensive General Liability Policy
 
 
 
 

Lexis® Web - The only search engine that delivers free web content specifically from legal sites validated by LexisNexis® attorney editors and includes tools for faster research and more relevant results.

 
LexisNexis Store
Research Now - Go to lexis.com
Connect the Dots - Free 1 hour webcast
Share. Network. Discover. - Go to LexisNexis Communities