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Simpson Thacher acted for the Securities Industry and Financial Markets Association ("SIFMA") in preparing a revised form of Master Agreement Among Underwriters (or "Master AAU").  The new form will apply to both registered SEC offerings and exempt offerings (other than offerings of municipal securities). The revisions represent the culmination of an over two-year long process to update the document in light of legal and market developments and practices since the form of Master AAU was last comprehensively revised in 1997.  A Master AAU sets forth the legal relationships among underwriting syndicate members.  In practice, an underwriting firm enters into a Master AAU based on the SIFMA form with other prospective syndicate members.  That firm's Master AAU then applies to all underwritings where it acts as Lead Manager.  Having a Master AAU in place permits efficient execution and avoids the need to separately negotiate an AAU for each underwriting.  SIFMA acted through its its Committee on Capital Markets, which included legal representatives from nearly every global investment bank.  SIFMA members are expected to adopt the revised Master AAU no later than March 1, 2009.  

The Simpson Thacher attorneys representing SIFMA included Bill Hinman and Louis Lehot in the Palo Alto office (Capital Markets), with support from Michael Chepiga (Litigation) and Mark Lab (FINRA).