1 / 28

Going Public

This comprehensive overview explores the intricacies of the IPO process as outlined by Form S-1, focusing on essential regulations and disclosure requirements. It highlights the importance of registration statements under the Securities Act of 1933, detailing the prerequisites for lawful securities offerings. Key components include issuer information, financial statements, risk factors, and management discussions. The guide emphasizes the scope of investor protection through thorough prospectus disclosure and regulatory compliance, ensuring that potential investors have the necessary insights before participating in public offerings.

afram
Télécharger la présentation

Going Public

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. Going Public Dissecting IPO Form S-1 / Prospectus (last updated 12 Feb 13)

  2. Regulation Ex ante disclosure Ex post enforcement Info Price Market forces ECMH Intermediaries

  3. Regulation of public offering Securities Act of 1933 Section 5  (a) Unless a registration statement is in effect as to a security, it shall be unlawful for a person, directly or indirectly-- (1) ... to sell such security ... (b) It shall be unlawful for any person, directly or indirectly--   (2) to [have delivered] ... such security ... unless accompanied or preceded by a prospectus that meets the requirements of section 10(a). (c) It shall be unlawful for any person, ... to offer to sell [a security] ... unless a registration statement has been filed as to such security, ...

  4. Prospectus disclosure Issuer’s business, risks Management MD&A Financial statements Plans for proceeds Nature of offering Principal shareholders   Signed by issuer and corporate insiders Public Offering - Regulation

  5. Public Offering - Regulation • Registration system   • Controlled disclosure • no marketing until RS filed • no sales until RS effective • SEC review • Liability for misrepresentations • Issuer (strict liability) • Top executives • Directors • Underwriters • Experts (accountants) 

  6. Statutory Who signed? §6(d) Filing fee? § 6(b) Effective date? § 8 / Rule 473 How disseminate? §5(b) What info? §7 SEC disclaimer? §23 Regulatory What disclose? Form S-1 [description of forms] Itemized? Reg S-K Red herring? Rule 430 Final prospectus? Rule 424 Rule 430A ’33 Act Registration

  7. Part 4 Securities Offerings

  8. Registration Statement Cover Page: Terms of IPO Info to SEC Who contact? Fees? Part I: Prospectus Info to investor Company story Audited financials Part II: Additional info How much IPO cost Indemnification Sales of unregistered stock Signatures Exhibits Treasure trove Can be filed confidentially • EDGAR • Form S-1/A • Rule 424(b)

  9. Neflix IPO … Part 4 Securities Offerings

  10. Neflix IPO … Part 4 Securities Offerings

  11. Neflix IPO … Part 4 Securities Offerings

  12. Neflix IPO … Part 4 Securities Offerings

  13. Neflix IPO … Part 4 Securities Offerings

  14. Neflix IPO … Part 4 Securities Offerings

  15. Neflix IPO … Part 4 Securities Offerings

  16. Neflix IPO … Part 4 Securities Offerings

  17. Neflix IPO … Part 4 Securities Offerings

  18. Neflix IPO … Part 4 Securities Offerings

  19. Neflix IPO … Part 4 Securities Offerings

  20. Neflix IPO … Part 4 Securities Offerings

  21. Neflix IPO … Part 4 Securities Offerings

  22. Neflix IPO … Part 4 Securities Offerings

  23. Neflix IPO … Part 4 Securities Offerings

  24. Neflix IPO … Part 4 Securities Offerings

  25. Neflix IPO … Part 4 Securities Offerings

  26. Neflix IPO … Part 4 Securities Offerings

  27. Neflix IPO … Part 4 Securities Offerings

  28. The end

More Related