Just months after UBS was bounced as an underwriter from General Motors‘ record IPO following an employee’s unauthorized e-mail, the same thing appears to have happened at a unit of the Royal Bank of Scotland. reports NYT Dealbook.

Nielsen Holdings - the market researcher whose owners include PE titans Kohlberg Kravis Roberts, Carlyle Group and the Blackstone Group - has dropped RBS Securities from its planned $1.6 billion IPO.  In its filing with the SEC, Nielsen stated that:

an employee of a non-U.S. affiliate of a previously named proposed underwriter for this offering and the Mandatory Convertible Subordinated Bond offering distributed an unauthorized e-mail to various potential institutional accounts and posted a non-convertible debt research note to select institutional accounts on a password protected website.

Nielsen didn't identify the underwriter, but RBS, which had been listed as an underwriter in an amended filing on 1/10, is not included in the latest registration statement.  (G.M. also did not identify the dropped underwriter on its I.P.O., but UBS became conspicuous by its absence among the list of 35 banks in later filings.)

Nielsen said that the “e-mail message and research note may constitute a prospectus that does not meet the requirements of the Securities Act.” 

Bloomberg News, which earlier reported the dropping of RBS, notes that under that law:

Companies that market their stock to investors before the disclosure documents have been cleared by the S.E.C. can be forced to delay the sale or buy back the shares should they decline in value later.

It was those legal issues that prompted Goldman Sachs to limit an opportunity to invest in private shares of Facebook to its wealthy foreign clients.

JPMorgan Chase and Morgan Stanley are the joint book-running managers and representatives of the underwriters.  Credit Suisse, Deutsche Bank, Goldman Sachs and Citigroup are also joint book-running managers on this transaction. Ten other banks are currently engaged as underwriters.   [NYT Dealbook, 1/20]