Corporations have asked the Securities and Exchange Commission for approval to sell nearly $30 billion in securities under new rules that ease registration procedures and permit those cmpanies to sell the offerings at any time, the SEC said last week.
The SEC released the figures as the agency prepared to open heaerings today on whether to extend the controversial "shelf"registration rules beyond the close of a nine-month trial expected to end Dec. 10.
The regulations, which permit companies to keep registered offerings "on the shelf," delaying the offering dates until they choose, have set off a storm of controversy on Wall Street.
The shelf rules alter the basic syndication system thatbig companies have used to raise money by limiting the role of the investment banker, cutting disclosure requirements and providing an opening for smaller investment firms to get a peice of the massuive corporate securities market.
The shelf rules alter the basic syndication system that big companies have used to raise money by limiting the role of the investment banker, cutting disslosure requirements and providing an opening for smaller investment firms to get a piece of the massive corporate securities market.
The Securities Industry Association, in testimony prepared for delivery today, protests that the rules raise basic issues "of how to stop an erosion of the overall integrity, and thereby the long-term vitality, of the American capital raising process."
"The pendulum has swung too far in favor of issuers and against investors, particularly individual investors," says the testimony, to be delivered by SIA Chairman Edgar D. Jannotta and Edward I. O'Brien, the group's president.
"To a significant extent, many of the protections carefully crafted into the Securities Act have been stripped away."
The most outspoken have been the top executives of large investment banking firms like Morgan Stanley Inc. and Goldman, Sachs & Co. who have complained that the "shelf" rules will sharply revise the capital raising process at a time when the financial markets are particularly tumultuous, and that the regulators have done little to assess the possible consequences.
On the other hand, the SEC and smaller investment banking firms argue that to a certain extent the outcry about the rules is designed to maintain the status quo in the corporate offerings field.
As of June 16, corporations had filed 811 registration statements since the rules went into effect to take advantage of the new provisions for offerings totalling $29.83 billion. Only 25 of the filings have been for delayed offerings.
Those securities, which can sit on the shelf for as long as two years after the initial SEC filing, were worth $6.8 billion of the total. A total of 552 of the filings worth almost $13.8 billion were for employe benefit plans.