Registration of Public Offerings

Registration of Public Offerings

Securities Act §5

Prefiling period

Prohibited Activities
No Sales or Deliveries
No Offers

Permitted Activities
Preregistration Communications
Regularly Released Information
Preliminary Negotiations
Research Reports
  Research reports by nonparticipants
  Research reports on issuer’s non-offered securities
  Research reports by participants
Company Announcements
WKSI Communications


Waiting period

Prohibited Activities
No Sales or Deliveries
No Prospectuses

Permitted Activities
Oral Communications
Prospectus Under §10(b)
  Preliminary prospectus.
  Summary prospectus.
Identifying Information
  Tombstone ads.
  Identifying statements (and solicitations of investor interest).
Free Writing Prospectus


Posteffective period

Prohibited Activities
No Prospectus, Unless Final Prospectus
No Deliveries, Unless Accompanied by Final Prospectus

Permitted Activities
Expanded“Prospectus”Types
Free Writing
Confirmations
Securities Delivery






SEC Review

Effectiveness: Securities Act §8(a)
The registration statement becomes effective automatically 20 days after its filing (or 20 days after any amendment) unless the SEC determines an earlier effective date.

SEC review: Securities Act §8(b)
After the filing, the SEC has ten days to review the registration statement for incomplete or misleading disclosure and give notice of its intention to issue a refusal order that keeps the registration statement from becoming effective.

SEC oversight: Securities Act §5(c)
Before or after effectiveness, the SEC can begin a nonpublic administrative investigation. §8(e). After the registration statement becomes effective, the SEC can issue a stop order if it notices a defect in disclosure. §8(d). No offering activities are permitted when a refusal or stop order is outstanding or the SEC is investigating a registration statement.


Shelf Registration
Rule 415; Item 512, Regulation S-K

In 1983, however, the SEC formalized a practice called “shelf registration” to permit registration of securities for later sale if the registrant undertakes to file a posteffective amendment disclosing any “fundamental” change in the information set forth in the original registration statement.


Regulation M
Regulation M forbids each participant in a distribution from bidding or purchasing securities that, because of their terms, can affect the price of the securities being distributed. Rule 242.101 (limits on underwriters and other nonissuer participants); Rule 242.102 (limits on issuers and selling shareholders).
Significantly, Regulation M exempts purchases by securities firms participating as underwriters, if the issuer is a large public company and its securities are actively traded. Rule 242.101(c) (exemption for offerings by issuers with a public float of $150 million and global daily trading that averages $1 million during a prior 60-day period).


Gun-jumping Rules
These elements during the registration process
(1) the three registration periods: prefiling, waiting, and posteffective;
(2) the four types of issuers: nonreporting, reporting, seasoned, and well-known seasoned (WKSI);
(3) the three levels of regulation: prohibited, permitted, and required