Determining If an Offering Document is Subject to State Regulation

The Capital Markets Committee of the Securities Industry Association (SIA)* provides comments to the Securities and Exchange Commission (SEC) on the definition of “Prepared by or on Behalf of the Issuer” for purposes of determining if an offering document is subject to state regulation, File No. S7-6-97.  The National Securities Markets Improvements Act of 1996 (NSMIA) mandates that the SEC adopt a definition of the phrase “Prepared by or on Behalf of the Issuer,” because the phrase is used, without being defined, in the newly revised Section 18 of the Securities Act of 1933.  SIA offers support to the proposed definition with a recommendation for a minor change.

*SIFMA is the product of a merger between the Securities Industry Association (SIA) and The Bond Market Association (TBMA) in 2006.