IPOs and Registered Offerings
The SEC rule that lets any issuer “test the waters” with QIBs and institutional accredited investors before or after filing a registration statement.
What is Rule 163B?
This regulation sets the disclosure requirements for non-financial-statement items in registration statements and periodic reports, including Items 101, 103, and 105.
What is Regulation S-K?
This Securities Act exemption is the standard path for placing high-yield and investment-grade bonds with qualified institutional buyers without registration.
What is Rule 144A?
This SEC filing, required under Exchange Act Section 14A, must be delivered to shareholders before a company may solicit their votes on a proposed merger or other fundamental transaction.
What is a proxy statement (Schedule 14A)?
This federal agency, established by the Securities Exchange Act of 1934, is the primary regulator responsible for enforcing the federal securities laws.
What is the SEC (Securities and Exchange Commission)?
This form lets a well-known seasoned issuer register securities that become effective automatically upon filing, without SEC staff review.
What is an automatic shelf registration statement (Form S-3 ASR)?
Sections 302 and 906 of this 2002 statute require the CEO and CFO to personally certify the accuracy of periodic reports.
What is the Sarbanes-Oxley Act?
This contract between the issuer and an independent trustee sets out a bond’s covenants, events of default, and remedies.
What is an indenture?
Under the Hart-Scott-Rodino Act, parties to certain acquisitions must file a notification with the FTC and DOJ and observe this mandatory period before closing.
What is the waiting period (or the HSR waiting period)?
This Rule 10b-5 element requires showing the defendant acted with intent to deceive or defraud, or with severe recklessness.
What is scienter?
An issuer qualifies for this reduced-disclosure status if it had less than $1.235 billion in total annual gross revenue in its most recent fiscal year and meets the JOBS Act’s other conditions.
What is an emerging growth company (EGC)?
This regulation bars issuers from selectively disclosing material nonpublic information to analysts and institutional investors without simultaneous public disclosure.
What is Regulation FD?
This 1939 federal statute requires that indentures for most registered public debt offerings be qualified with the SEC and appoint an independent trustee.
What is the Trust Indenture Act?
Any person or group acquiring beneficial ownership of more than 5 percent of a registered voting class must file this schedule with the SEC.
What is Schedule 13D (or 13G)?
This type of SEC enforcement action, less formal than a court proceeding, is heard before an administrative law judge and is commonly used against regulated entities like broker-dealers and investment advisers.
What is an administrative proceeding?
This Securities Act rule lets issuers publish limited factual tombstone notices identifying the issuer, the securities, and the underwriters without it counting as an offer under Section 2(a)(10).
What is Rule 134?
The SEC’s 2020 amendments to this Regulation S-K item eliminated the five-year selected financial data table and streamlined liquidity and capital resources disclosure.
What is Item 303 (MD&A)?
This high-yield covenant blocks the issuer from incurring more debt unless it meets a specified ratio, commonly a fixed-charge coverage or leverage test, on a pro forma basis.
What is a debt incurrence covenant (ratio)?
This part of the Williams Act and its implementing regulation set minimum offer periods and equal treatment requirements for tender offers.
What is Section 14(d) (Regulation 14D)?
This 1995 federal statute raised the bar for private securities fraud plaintiffs by imposing heightened pleading requirements, a discovery stay during a pending motion to dismiss, and proportionate liability for certain defendants.
What is the Private Securities Litigation Reform Act (PSLRA)?
Created by 2005 offering reform, this issuer category needs at least $700 million in public float, or $1 billion in registered non-convertible debt issued over three years, and gets automatic shelf eligibility plus freer communications.
What is a well-known seasoned issuer (WKSI)?
Adopted in 2023, this rule requires disclosure of a material cybersecurity incident within four business days on Form 8-K, plus annual disclosure of cyber risk governance under Item 106.
What is the SEC’s cybersecurity disclosure rule?
In a Rule 144A bond deal, this agreement obligates the issuer to register an exchange offer, or resale shelf, within a set time after closing, with additional interest accruing if it misses the deadline.
What is a registration rights agreement?
This rule bars a bidder or its affiliates from buying target shares outside the tender offer while the offer is open.
What is Rule 14e-5?
This 2019 Supreme Court decision held that someone who disseminates another’s false statement with intent to defraud can face primary liability under the scheme-liability provisions of Rule 10b-5(a) and (c), even without making the statement.
What is Lorenzo v. SEC?