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Facilitator Guide

Form S-1 Registration Statements

What’s covered

  • Requirements of a registration statement under the 1933 Act, including the cover sheet, prospectus, required financial statements and other information
  • Required sections of the prospectus (Part I of Form S-1)
  • Additional information required outside the prospectus (Part II of Form S-1)

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/form-s-1-registration-statements/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

During the session

Part 1: Knowledge Check
 
Ask attendees these questions to ensure they understand the topic:
 
  • What’s a prospectus? How does it differ from other parts of a registration statement for a securities offering?
  • What’s the “box” of a prospectus?
  • What’s the “Risk Factors” section and how is it typically put together?
  • What’s contained in an MD&A?
  • What information about underwriters is required in Form S-1?
  • What other information is required in the prospectus?
  • What information is found in Part II of the registration statement?
 
Part 2: Group Exercise
 
Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.
 
Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.
 
Part 3: War Stories and Firm Specifics
 
Share your own experiences and guidance, including:
 
  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don’ts)
  • Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Securities Offerings topic.