corporate lawyer

What Laws does my Registration Statement follow in an Initial Public Offering?

When preparing the registration form, the Registration Statement (usually an S-1) needs to be compliant with the following rules and regulations:

  • Form S-1 and Instructions.
  • Regulation C under the Securities Act (Rules 400 to 498).
  • General Rules and Regulations under the Securities Act (Rules 100 to 238).
  • SEC Securities Act Releases.
  • Regulation S-X and SEC Accounting Series Releases.
  • Regulation S-K.
  • Regulation G.
  • SEC staff interpretive and no-action letters, staff legal bulletins, disclosure guidance and compliance and disclosure interpretations.
  • Securities Act Industry Guides (Item 801 of Regulation S-K).
  • EDGAR filer manual.
  • New York Stock Exchange (NYSE) or NASDAQ Stock Market (NASDAQ) rules, as applicable.

The Form S-1 registration statement consists of two parts:

Part I contains most of the information about the issuer’s business and financial condition. The prospectus, which is the part of the registration statement delivered to investors, is Part I of the registration statement without the Form S-1 cover page. The prospectus is written in narrative form and, accordingly, the information required to be included in the prospectus need not be presented in the numerical order in which the items appear in the form.

Part II of the registration statement contains supplementary information not required to be included in the prospectus. The five specific items are:

  • Offering expenses (other expenses of issuance and distribution) (Item 511, Regulation S-K).
  • Indemnification of the issuer’s officers and directors (Item 702, Regulation S-K).
  • Recent sales of unregistered securities (Item 701, Regulation S-K).
  • Exhibits and financial statement schedules (Item 601, Regulation S-K).
  • Undertakings (Item 512, Regulation S-K).

Part II is not required to be delivered to investors, although it becomes publicly available on the SEC’s website when the Form S-1 is filed with the SEC.

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