Anti-manipulation Rules Concerning Securities Offerings

The Commission is adopting new Regulation M governing the activities of underwriters, issuers, selling security holders, and others in connection with offerings of securities. Regulation M is intended to preclude manipulative conduct by persons with an interest in the outcome of an offering. Regulation M significantly eases regulatory burdens on offering participants by eliminating the trading restrictions for underwriters of actively-traded securities; reducing the scope of coverage for other securities; reducing restrictions on issuer plans; providing a more flexible framework for stabilizing transactions; and deregulating rights offerings. Consisting of five new rules, plus a new definitional rule, Regulation M replaces Rules 10b-6, 10b-6A, 10b-7, 10b-8, and 10b-21 ("trading practices rules') under the Securities Exchange Act of 1934 ("Exchange Act'), which are being rescinded. In addition, related amendments are being made to Items 502(d) and 508 of Regulations S-B and S-K, and to Rules 10b-18 and 17a- 2 under the Exchange Act. Conforming changes to various rules under the Securities Act of 1933 ("Securities Act') and the Exchange Act are being made to reflect the repeal of the trading practices rules and the adoption of Regulation M.