Recently the Securities and Exchange Commission adopted Rule 155 of the Rules and Regulations promulgated pursuant to the Securities Act of 1933, as amended.[1] The rule provides a safe harbor for a private offering by an issuer of securities following an abandoned registered offering by that same issuer, or vice versa, without integrating the registered (public) and private offerings in either case.

This new rule was primarily a response to the heightened volatility of the stock markets in the 1990s and was intended to facilitate an issuer’s ability to convert from one type of offering to another in response to changing market conditions. [2]