Ch. 2 Public Offerings Flashcards
What registration allow an investor who owns restricted securities to offer her shares along with the issuer’s shares when it’s conducting a public offering?
Piggyback Registration Rights
Are investors who own restricted stock or warrants that have piggyback registration rights notified in advance of a public offering of the issuer’s stock?
Yes
T/F: The issuer is only required to Blue-Sky its securities in any state in which the securities will be offered
True
Are stale financial statements a reason for an issuer to re-file its registration statement?
Yes
What is a final meeting that’s held prior to an IPO to ensure that no material changes have occurred in the disclosure documents?
Bring-Down Due Diligence
What is the SEC’s main concern when determining whether to grant an accelerated effective date?
Whether there is enough available information about the issuer
What are investors concerned about regarding an issuer’s management during an IPO?
Establishing a lock-up agreement to prevent flipping shares once trading begins
What is an FWP?
Free Writing Prospectus
When is a FWP filed?
By no later than the day it’s used
When may a seasoned issuer use an FWP?
After filing a prospectus supplement with the SEC
Is a member firm required to maintain a record of documents that have been filed by an issuer?
No
What is best defined as any prohibited communication that occurs between an offering’s filing date and effective date?
Gun-jumping
Who organizes the road show?
Syndicate or managing underwriter
What does “stale financials” mean?
A financial statement that is more than 134 days old
Is an issuer allowed to use a Section 11 defense?
No
