Upcoming Expiration of Shelf Registration Statements: Avoiding a Blackout Period


As amended by the Securities and Exchange Commission (the “SEC”) in its 2005 Securities Offering Reform

rulemaking, Rule 415(a)(5) limits the offer and sale of certain securities registered on a shelf registration

statement to a three-year period. For some issuers, this three-year period will end as early as December 1, 2008.

However these and other issuers facing approaching expiration of their shelf registration statements can avoid a blackout period by filing a new registration statement on a timely basis.

Because December 1, 2008 will be the first date on which shelf registration statements can expire under the new

rules, we have prepared this alert to remind clients of the need to review their existing registration statements and

to take appropriate action to replace them, as needed.

Please see full news bulletin for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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