Chairman Issa’s recent letter to SEC Chairman Schapiro raises interesting questions regarding the initial public offering process.  A number of the communications-related issues may well be addressed if the SEC and FINRA were to provide additional guidance regarding the research rules.  But, the truth of the matter is that even if banks were to receive additional clarity regarding the effect of the JOBS Act on existing FINRA and NYSE research rules, and on the application of the JOBS Act emerging growth company research provisions to those firms that remain subject to the global research settlement, it still might not be enough to promote more research coverage, or to encourage circulation or broader dissemination of research.  Even when the SEC has reformed offering communications, market participants understandably have proceeded quite cautiously and have been reluctant to take advantage of the additional flexibility provided by regulatory changes.  For example, in 2005, as part of Securities Offering Reform, the SEC implemented significant changes to the offering communications framework.  The SEC introduced the concept of free writing prospectuses and encouraged use of FWPs to communicate useful information to investors.  The fact of the matter is that most FWPs are used for a limited (and quite conventional) purpose:  to convey final pricing terms.  We have regularly reviewed the number of FWPs filed with the SEC and the purposes of these FWPs.  When there was a securitization market, market participants often used FWPs to convey certain information about asset-backed securities.  It may be somewhat counterintuitive, but the SEC was encouraging the SEC to be bolder than the industry was prepared to be.  Why, given additional flexibility, would banks shy away from using FWPs for other purposes?  Participants in the securities markets have become more careful about making use of regulatorily-sanctioned communications for fear of liability.  Permitting pre-deal research reports on EGCs, or encouraging broader dissemination of research in the “quiet period” without recognizing the litigious environment in which we operate may, we fear, not accomplish all that much.