Initial Public Offerings Toolkit
Resources to assist issuers, underwriters and their counsel in conducting initial public offerings (IPOs) of equity securities in compliance with the registration and disclosure requirements of the Securities Act. Resources specific to foreign private issuer IPOs or a first-time issuance of securities in reliance on an F-series registration statement are also included in the Toolkit.
Under the Securities Act of 1933 ( www.practicallaw.com/1-382-3805) (Securities Act), any offer or sale of securities must either be registered with the SEC or qualify for an exemption from the Securities Act's registration requirements. For registered offers and sales, Section 5 of the Securities Act states that:
An offer may not be made unless an issuer has filed a registration statement that contains disclosure required under SEC rules.
A sale may not be made unless the registration statement is declared effective by the SEC typically after the waiting period when the SEC's staff is conducting its review process.
A prospectus that forms a part of the registration statement is used to offer the securities to the investing public. Section 5 and the interplay of several other rules under the Securities Act and the Securities Exchange Act of 1934 ( www.practicallaw.com/5-382-3808) (Exchange Act) together govern prospectus delivery requirements. Section 7 and Section 10 generally specify the information required in a registration statement and prospectus, respectively. The information that must be disclosed in the registration statement is specified in greater detail in the applicable registration statement form (for example, Form S-1 ( www.practicallaw.com/0-382-3491) ) and related regulations (for example, Regulation S-K ( www.practicallaw.com/1-382-3749) ). It usually includes business and financial information about the issuer, its management, the securities being offered and the offering.
An initial public offering (IPO) typically refers to a registered offering of shares of a private company's capital stock where its equity securities are being offered to the public for the first time. The offering may be a primary ( www.practicallaw.com/3-382-3705) or a secondary offering ( www.practicallaw.com/3-382-3791) . In the context of certain SEC and FINRA ( www.practicallaw.com/1-382-3462) rules, the term IPO may refer to an offering of securities by a company that has not previously been required to file reports under Section 13(a) or Section 15(d) of the Exchange Act.
This Toolkit provides resources to help issuers, underwriters and their counsel conduct IPOs through all phases of preparation and execution. It also includes resources which address issues specific to foreign private issuers ( www.practicallaw.com/1-382-3481) conducting an IPO or a first time US issuance on an F-series registration statement.