Securities Law Update: Intrastate Offerings Section 3(a)(11) and Rule 147...
Section 3(a)(11) of the Securities Act of 1933, as amended (Securities Act) provides an exemption from the registration requirements of Section 5 of the Securities Act for “[A]ny security which is a...
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Concurrent Public and Private Offerings
Background Conducting concurrent private and public offerings has historically been very tricky and limited, mainly as a result of the SEC’s position that the filing of an S-1 registration statement...
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Corporate Communications During the Public Offering Process; Avoid Gun Jumping
The public offering process is divided into three periods: (1) the quiet or pre-filing period, (2) the waiting or pre-effective period, and (3) the post-effective period. Communications made by the...
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Insider Trading- A Case Study
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic...
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Risk Factor Disclosures For Reporting Public Companies
A risk factor disclosure involves a discussion of circumstances, trends, or issues that may affect a company’s business, prospects, operating results, or financial condition. Risk factors must be...
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