transcript   Transcript

Deconstructing the Registration Statement; the Securities Regulatory Process

Recorded on: Aug. 21, 2018
Running Time: 03:15:04

Full Transcript:



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Taken from the Web Program Securities Filings 2018: Practical Guidance in a Changing Environment Recorded August 2018 in New York

Deconstructing the Registration Statement; the Securities Regulatory Process [03:15:04]
  • Form eligibility considerations (e.g., S-1, S-3)
  • The drafting process and how to add value
  • The confidential review process for “emerging growth companies”
  • Making the initial filing
  • Responding to SEC comments
  • Confidential treatment requests
  • Incorporation by reference
  • Section 5 and the communication rules
  • “Testing the waters”
  • Electronic road shows
  • Liability issues and considerations
  • Risk disclosure
    • Drafting risk factors
    • PSLRA safe harbor rules
    • "Bespeaks caution" doctrine
  • Review Procedures in the Division of Corporation Finance
    • Brief overview of the division
    • Processing '33 Act filings, including confidential submissions
    • Current Staff focus
The purchase price of this Web Program segment includes the following article from the Course Handbook available online:
  • Registration Statements under the Securities Exchange Act of 1934: Form 10 and Form 8-A (June 30, 2017)
    Steven V. Bernard, Alan K. Austin
Presentation Material
  • Deconstructing the Registration Statement; the Securities Regulation Process
    Joshua Wechsler
  • Deconstructing the Registration Statement; the Securities Regulatory Process
    Gideon Schor
  • (s)
    Anne Nguyen Parker ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
    Gideon Schor ~ Wilson Sonsini Goodrich & Rosati, PC
    Joshua Wechsler ~ Partner, Fried, Frank, Harris, Shriver & Jacobson LLP
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