Client Alert

| February 15, 2008

The SEC Publishes Final Rules for Electronic Filing and Revision of Form D under the Securities Act of 1933

At its open meeting on December 11, 2007, the Securities and Exchange Commission adopted provisions mandating the electronic filing of Form D, the notice form for exempt offerings made pursuant to Regulation D of the Securities Act of 1933. Electronic filing of Form D may be made on a voluntary basis during a six-month transition period starting September 15, 2008 and will become mandatory on March 16, 2009. The SEC also adopted amendments to the information required to be disclosed on Form D. The changes are meant to update, clarify and simplify the form’s requirements, improve the collection of data provided in the form and make the form more accessible to regulators and the public. The final text of the amendments was published in an adopting release on February 6, 2008.

For more information, please contact your Dewey & LeBoeuf relationship partner, or one of the following:

Frank R. Adams

+44 20 7459 5207

This memorandum is intended only as a general discussion of these issues. It is not considered to be legal advice. We would be pleased to provide additional details or advice about specific situations. For additional information on this important topic, please feel free to call upon your Dewey & LeBoeuf relationship partner. No part of this publication may be reproduced, in whole or in part, in any form, without our prior written consent. For further information on Dewey & LeBoeuf, please visit www.dl.com. +1 888 532 6383