An introduction to the US securities laws that relate to securities offerings, including a summary of the 1933 Act, the 1934 Act and other rules and regulations.
An overview of the gun-jumping rules and safe harbors relating to communications during a registered offering. Includes a discussion on permitted communications during the pre-filing, waiting and post-effective periods.
Practice and Process
A form check is an important part of a registered offering and helps limit an issuer’s liability under the securities laws. This course explains what form checks are and how to do them, and includes walkthroughs of sample form checks.
A brief overview of the key players involved in a securities offering and their responsibilities. Describes the roles of issuers, underwriters, accountants and lawyers.
An overview of the initial public offering process, including a discussion on due diligence, preparing and filing the registration statement, the SEC review and comment process, pricing and closing.
A summary of what a greenshoe option (or overallotment) is and how it works, including an overview of the process and the documentation involved when the option is exercised.
An introduction to the due diligence process in a securities offering, including what due diligence is and why it matters, the scope of diligence based on the type of offering and how diligence reviews relate to Sections 11 and 12 of the 1933 Act.
A discussion of the closing process for debt and equity securities offerings, including the responsibilities of the parties, preparing a closing checklist and typical closing documents.
Types of Securities and Offerings
A summary of the most common types of securities bought and sold in the financial markets, including debt, equity and hybrid securities.
An introduction to public offerings and private placements. Includes explanations of the most common types of private and public deals, such as IPOs, follow-on offerings, secondary offerings, Reg D offerings, Rule 144 and 144A offerings.
The primary differences between follow-on offerings and IPOs. Covers deal process, timing and documentation.
An overview of shelf takedowns and the applicable rules. Includes a discussion on shelf registration statements and how the shelf takedown process differs from other offerings in terms of timing, process and documentation.
Debt and equity offerings are a lot alike, but there are important differences to be aware of. This course explains how debt deals differ from equity deals and focuses on the applicable rules and regulations, documentation, terminology, diligence and closings.
Issuers that want to issue securities via registered offerings must file a registration statement with the SEC. This course discusses what registration statements are and the rules, regulations and disclosure concepts that apply to them.
A walkthrough of a sample long-form registration statement on Form S-1.
The short-form registration statement on Form S-3 provide many benefits to qualifying issuers. This course discusses Form S-3 and the categories of issuers that can use them, including WKSIs and seasoned and non-seasoned issuers.
The Underwriting Agreement contains the main business terms of the deal between the issuer and the underwriters. This course provides a walkthrough of a typical Underwriting Agreement, using an example from Blue Apron's IPO, with explanations of its main provisions.
Comfort Letters help give assurance to underwriters about an issuer’s financial information. This course provides a summary of what a Comfort Letter is and what it includes, and how to prepare Circle-Ups.