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Invitation to Participate inNSMIA Uniformity Study Survey
IntroductionWe are asking for your help as a part of a study we are conducting regarding state securities (or "blue sky") regulation. This introduction and the questions which follow describe what we are studying and why. Your response to this survey is totally voluntary, but it would be very helpful if you do respond. The National Securities Markets Improvement Act of 1996 ("NSMIA") contains significant provisions that realign the regulatory partnership between federal and state securities regulators. NSMIA amended the Securities Act of 1933 to preempt state blue sky registration and review of specified securities and offerings. These preempted offerings are no longer subject to state registration and review. NSMIA also requires the U.S. Securities and Exchange Commission ("SEC") to conduct a study and report to Congress by October 11, 1997 on the extent to which uniformity of state regulatory requirements for securities or securities transactions has been achieved for securities or securities transactions that are not preempted under NSMIA. The SEC would like to receive your views to help us prepare our report. Generally, the states are preempted with respect to issuer offerings of securities listed on the New York Stock Exchange, the American Stock Exchange and Nasdaq National Market System. Also preempted are issuer offerings of registered investment company securities, most exempt securities and many private placements, although the states may still require notice and fees for these offerings. Many issuer securities offerings, however, are not preempted and remain subject to state regulation. These offerings include, among others:
We have prepared and presented below several questions about state regulation of securities offerings. There are two sets of questions. The first set should be answered by securities issuers; the second set should be answered by underwriters, broker-dealers and securities lawyers. Please take time to look at and respond to these questions. Please include negative or "not applicable" responses, if appropriate. You may respond by letter, either by mail or e-mail. Please mark your letter S7-20-97. You may send us your letter by doing one of the following:
Please send your letter in time to arrive by August 15, 1997. If you have any questions, please call James Budge or John Reynolds at (202) 942-2950. Thank you very much. We look forward to hearing from you!
Question 2. Has your company engaged, in the past two years, in one or more offerings of securities that are NOT preempted under NSMIA (i.e., securities offerings which remain subject to state registration and review)?
Question 3. If yes, please indicate the following for each offering:
Question 4. For each offering, please describe similarities and differences in treatment by the states. Specific examples would be most helpful. The areas which you may wish to address include:
Question 5. Have you noticed changes in state laws or regulations or the manner in which the states apply their laws and regulations since the adoption of NSMIA on October 11, 1996? If yes, please describe these changes.
Question 6. Please make any additional comments with respect to uniformity of state regulation of securities offerings that you consider important or matters that should be considered for the NSMIA Uniformity Study.
Question 2. Please tell us about your securities offering experience during the past two years by indicating the following for each offering:
Question 3. For each offering, please describe similarities and differences in treatment by the states. Specific examples would be most helpful. The areas which you may wish to address include:
Question 4. Have you noticed changes in state laws or regulations or the manner in which the states apply their laws and regulations since the adoption of NSMIA on October 11, 1996? If yes, please describe these changes.
Question 5. Please make any additional comments with respect to uniformity of state regulation of securities offerings that you consider important or matters that should be considered for the NSMIA Uniformity Study.
http://www.sec.gov/rules/other/uniform.htm |