SEC Proposes First in Series of Rule Amendments to Remove References to Credit Ratings

SEC Release 33-9186 / 34-63874

February 9, 2011

The SEC proposed rule amendments that, in accordance with § 939A of Dodd-Frank, would remove credit ratings as one of the conditions for companies seeking to use short-form registration when registering securities for public sale. Instead of ratings, the new short-form test for shelf-offering eligibility of companies would be tied to the amount of debt and non-convertible securities they have sold in the past three years.

Cross References

SEC Press Release 2011-41

Dodd-Frank § 939A

Securities Act Rule 134

SEC Forms S-3, F-3, F-9