In 2004, a report entitled Negative Assurance in Securities Offerings by the Task Force on Securities Law Opinions of the ABA Section of Business Law was published in The Business Lawyer. The five-page report and accompanying three-paragraph "Illustrative Form of Negative Assurance" envisaged that a single disclosure document would contain all material information provided to prospective investors.rnA year after the report was published, the U.S. Securities and Exchange Commission ("SEC") significantly altered the landscape for public offerings by adopting securities offering reform proposals. The new rules codified the SEC's view that the potential liability of a seller of securities for deficiencies in disclosure is based on the information about the issuer and the offering conveyed to prospective investors at or before the time when the contract of sale is entered into, rather than the information in the prospectus sent with the confirmation of sale.
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