Public Offerings of Securities

Overview

This page provides information relating to the regulation of public offerings, including as to the conduct of both issuers and broker-dealers participating in securities offerings. For information relating to certain specific offering-related issues, see also the topic pages on ABS, on Research and on he FINRA Corporate Financing Rule / QIU Rule.

Steven Lofchie

Contributor Organization

Cadwalader, Wickersham & Taft LLP

Contributor Title

Partner

Maurine Bartlett

Contributor Organization

Cadwalader, Wickersham & Taft LLP

Contributor Title

Senior Counsel

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Statutes and SEC Rules & Forms

S ecurities Act | Rules | Related Rules & Regs
SA Section 2 (Definitions)
SA Section 3 (Exempt securities)
SA Section 4 (Exempt transactions)
SA Section 5 (Prospectus delivery)
SA Section 6 (Registration of securities)
SA Section 7 (Information in a registration statement)
SA Section 8 (Going effective)
SA Section 10 (Information in a prospectus)
SA Section 11 (Liability for registration statement) | Rule 176
SA Section 12 (Liability for prospectus)
SA Section 18 (Exemption from state regulation) | Rule 146
SA Section 27A (Forward looking statements)
SA Schedule A (Information in registration statement)
SA General Rules (100-215), including
- Offshore Press Conference: Rule 135e
- Research Rules: Rules 137, 138, 139
- Prospectus Delivery: Rules 153, 153a, 153b, 154, 172, 174
SA Reg C (Rule 400-498) (Registration)

SEA Section 11(d) and TIA

SEA Section 11(d) (Distribution credit)
Trust Inden ture Act | Rules

Securities Act Forms and Filings

Securities Act Forms | All SEC Forms
Reg. S-X (Form and content of financial reports)
SEA Rule 0-3 (Filing with the SEC)
Requirements for Exhibit Links and HTML Format
- EDGAR Filer Information
- Federal Holidays

Developments

Issuer Disclosures

SEC Compliance Guides

Speeches, Studies and Comments

Speeches, Statements and Testimony
Studies and Reports
Small Business Advisory Committee
Distribution Agreements

2011 Master Selected Dealer Agreement

Master Agreement Among Underwriters

Overview

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Statutes and SEC Rules & Forms

SEA Section 11(d) and TIA

Securities Act Forms and Filings

Developments

Guidance

Issuer Disclosures

SEC Compliance Guides

Speeches, Studies and Comments

Distribution Agreements

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Excerpts From Guide to BD Regulation

Memos and Articles

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Broker-Dealer Manuals

Interactive Applications

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