Class 17 Public Offerings Flashcards

You may prefer our related Brainscape-certified flashcards:
1
Q

What is an underwriter?

A

Section 2(a)(11)
Underwriter means any person who has purchased from an issuer with a view to or offers or sells for an issuer in connection with the distribution of any security

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2
Q

What do underwriters do?

A
  • advise issuer on how to structure a deal
  • help sell the securities offered
  • help prepare disclosures
  • possibly directly provide financing (firm commitments)
    -Big picture: gatekeepers for public markets
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3
Q

Why do underwriters need a reputation to function?

A

who would buy if the underwriter were shady? the underwriter needs to sell for issuer (not too low) and needs to offer good deals to investor (not too high).

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4
Q

Why is there a conflict for underwriters?

A

underwriters want to make investors and issuers happy

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5
Q

What are the types of selling commitments?

A

firm commitment and best efforts

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6
Q

Why is there underpricing?

A

Theories: information asymmetry, information revelation, price stabilization, agency conflicts, issuer signaling, litigation insurance, taxes

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7
Q

Regarding post IPO performers, why is it believed that long-run firms underperform?

A
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8
Q

What is this? ?? when companies go from potential to real??

A
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9
Q

What are the 4 issuer types?

A

non reporting issuer
unseasoned issuer
seasoned issuer
well-known seasoned issuers

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10
Q

Gun Jumping Rule

A
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11
Q

Disclosure forms

A
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12
Q

What are the stages of the registration process?

A
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13
Q

why is it unlawful to offer to sell unless a registration statement has been filed under 5(c)?

A

you don’t want to mislead investors

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14
Q

What are the exceptions of Reg FD?

A
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15
Q

Does the issuers communication condition the market?

A
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16
Q

Did the issuer intent to condition the market?

A
17
Q

When does the offering begin?

A

Rule 163A: prior to 30 days before the filing, statements aren’t offers (as long as it doesn’t reference the offering)

18
Q

What is a free writing prospectus?

A

A free writing prospectus is any written communication as define d in this section that constitutes an offer to sell or a solicitation of an offer to buy the securities relating to a registered offering…

19
Q

What is a WKSI?

A

Well-known Seasoned Issuer: can make offers early

20
Q

Rule 163A

A

communications prior to 30 days before filing of registration statement

21
Q

Rule 168

A

regularly released factual and forward looking info by reporting issuers

22
Q

Rule 169

A

regularly released factual info by non-reporting issuers given only to persons other than in their capacities as investors or potential investors.

23
Q

Rule 163

A
24
Q

Rule 163B

A
25
Q

Rule 135

A