SEC Removes References to Credit Ratings from Securities Act and Certain Exchange Act Rules and Forms

July 26, 2011

The Securities and Exchange Commission voted unanimously today to remove references to credit ratings from certain of its rules and forms. The amendments adopted today implement the legislative mandate of Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act with respect to the SEC’s rules and forms under the Securities Act of 1933, as amended, principally for eligibility to use Forms S-3 and F-3, and the proxy rules in Schedule 14A under the Securities Exchange Act of 1934, as amended. In doing so, the SEC sought to preserve the availability of short-form registration and shelf registration for issuers that are widely followed in the market. The attached memorandum summarizes the key changes.

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