This is the basis on which underwriters typically underwrite securities (hint: not joint but).
What is several?
100
Rule 15c6-1 sets t+ this number of days as the standard settlement cycle for most transactions.
What is three?
100
Choice of NY law in a contract is enforceable if the contract consideration is not less than this amount?
What is USD250,000?
100
PFIC is not applicable to this type of offering.
What is a debt offering?
200
This phrase refers to a separate letter furnished by the underwriters as to information about them that is included in the offering document (or alternatively included as a carve-out to reps in the PA).
What is a blood letter?
200
In this type of equity transaction deal, the PA is finalized when the deal is announced.
What is a rights offering?
200
Choice of NY courts as the forum in a contract is enforceable if the contract consideration is not less than this amount?
What is USD1,000,000?
200
The issuer only need this belief that there is no SUSMI is the relevant securities.
What is a resonable belief?
300
Rule 159 shifted the point at which disclosure liability attaches to when the information is conveyed to investors, not when the final prospectus is delivered; this time is generlly referred to as...
What is the "time of sale"?
300
The overallotment option, or greenshoe, usually lasts for this number of days?
What is 30?
[But note no legal limit although 45 days may trigger shelf registration or marked-to-market accounting treatment.]
300
This section in the PA is included as a "back-up" for the indemnity section.
What is the contribution section?
300
Whether someone is a ‘US person’ for purposes of Regulation S is based on this.
What is residency?
400
In this year, securities offering reform, or SOR, became effective and required an overhaul of how purchase agreements and underwriting agreements were structured.
What is 2005?
400
This is the legal limit on overallotment size in terms of percent of the offering.
What is What is zero or none?; also acceptable 15% set by FINRA.
400
It is alway ok to start with a recycled PA.
What is NOOOO?
400
This case resulted in underwriters adding language in PAs to the effect that they have no fiduciary relationship with the issuer.
What is eToys?
500
For US-registered companies, practitioners can find prior underwriting agreements attached to this filing.
What is the Form S-3, S-1, Form 6-K or Form 8-K?
500
This is the statute of limitations in New York for breach of contract claims.
What is six years?
500
The overallotment option, or greenshoe, is named after this case (full name only please).
What is The Green Shoe Manufacturing Company?
500
This is the number of times that reps and warranties have (known) to be the subject of litigation.