Category: Pre-Filing Period

Pre-Filing Period: The pre-filing period is that time frame between the decision to proceed with a public offering and the actual filing of a registration statement with the Securities and Exchange Commission. During this period, a potential registrant is in the “quiet period” and is subject to restrictions on public disclosure relating to the offering. The pre-filing period begins when the company, and the underwriters where applicable, agree to proceed with a public offering…

Jul262016

Testing The Waters; Regulation A+ And S-1 Public Offerings – Part 2

ABA Journal’s 10th Annual Blawg 100

——————————————————————————————————

The JOBS Act enacted in 2012 made the most dramatic changes to the landscape for the marketing and selling of both private and public offerings since the enactment of the Securities Act of 1933.  These significant changes include: (i) the creation of Rule 506(c), which came into effect on September 23, 2013, and allows for general solicitation and advertising in private offerings where the purchasers are limited to accredited investors; (ii) the overhaul of Regulation A, creating two tiers of offerings which came into effect on June 19, 2015, and allows for both pre-filing and post-filing marketing of an offering, called “testing the waters”; (iii) the addition of Section 5(d) of the Securities Act, which came into effect in April 2012, permitting emerging growth companies to test the waters by engaging in pre- and post-filing communications with qualified institutional buyers or institutions that are accredited investors; and (iv) Title III crowdfunding, which came