In the context of a registered offering, this term refers to the senior executives and employees of the company, the company's board of directors, the managing underwriters, the company's counsel, the underwriters' counsel, the company's auditors, the financial printer and other parties who are participating in the offering of securities. Members of the working group have different responsibilities in connection with preparing the registration statement, including the prospectus, and marketing and selling the company's stock to investors. See Practice Note, Preparing a Company for an Initial Public Offering.

In the context of a private placement pursuant to Section 4(2) or Regulation D, this term refers to the senior executives and employees of the company, the company's board of directors, the company's counsel and the company's auditors. It may also include a placement agent and placement agent's counsel. Members of the working group have different responsibilities in connection with preparing the private placement memorandum. In the context of a private placement pursuant to Rule 144A, this term refers to the senior executives and employees of the company, the company's board of directors, the initial purchasers, the company's counsel, the initial purchasers' counsel, the company's auditors, the trustee and other parties who are participating in the offering of securities. Members of the working group have different responsibilities in connection with preparing the offering memorandum.