Follow-on Offerings Toolkit

Resources to assist issuers, underwriters and their counsel in conducting follow-on offerings registered under the Securities Act.

Practical Law Corporate & Securities

Any offer or sale of securities must be registered under Section 5 of the Securities Act of 1933 ( (Securities Act) or qualify for an exemption from these registration requirements. After completing its initial public offering ( , a company may decide to register a follow-on offering ( of securities under the Securities Act, including offerings of equity or debt securities ( . A follow-on offering can include:

A company generally conducts a follow-on offering to:

  • In the case of a primary follow-on offering, raise additional capital either for a specific purpose, such as to fund an acquisition or a new line of business, or for more general purposes, such as to fund operations or general working capital.

  • In the case of a secondary follow-on offering, register the re-offer and resale of securities by existing securityholders under registration rights that it has previously granted to these securityholders.

Many companies elect to use the shelf registration ( process to conduct follow-on offerings. However, if a company or its follow-on offering does not meet the applicable eligibility requirements for a shelf registration, the company must comply with all non-shelf offering requirements.

This Toolkit includes links to resources to help issuers, underwriters and their counsel navigate the legal framework and certain practical considerations applicable to the different phases of a follow-on offering, including resources that address specific issues relating to follow-on offerings conducted by foreign private issuers ( .


Practice Notes


Standard Documents


Standard Clauses





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