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Gun Jumping

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.

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The IPO Process

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.

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Registered and Unregistered Offerings

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.

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Shelf Takedowns

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.

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Debt vs. Equity Offerings

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.

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Registration Statements

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.

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Form S-3 and Eligible Filers

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.

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Form Checks

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.

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Underwriting Agreements

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.