Registered Offerings

This Checklist summarizes key items to consider before and during drafting of the Compensation Discussion and Analysis section required in a public company's proxy statement, Form 10-K or registration statement. This Checklist offers a list of issues and questions relating to subjects that should be discussed in a Compensation Discussion and Analysis, including the compensation process, compensation consultants, benchmarking, the elements of compensation, such as salary, bonus, incentive compensation, perquisites and termination and severance provisions, and other compensation topics that may arise. This Checklist is not a comprehensive list, but merely a guide to assist lawyers in focusing on important issues.

This is a checklist of the documents most commonly used for an initial public offering of securities. The checklist may be used by counsel to keep track of the status of all documents regardless of who is responsible for drafting and circulating the document to the working group.

A checklist of the documents most commonly used for a traditional non-shelf follow-on public offering of equity securities. The checklist may be used by counsel to keep track of the status of all documents regardless of who is responsible for drafting and circulating the document to the working group.

A comparative analysis of the options available to an issuer for accessing the equity capital markets. For best results, this Chart should be printed using the "landscape" setting.

A comparison of the standard terms and covenants contained in indentures of high-yield debt and investment grade debt securities.

This chart presents the quantitative listing requirements of NASDAQ for listed companies. A company that is already listed on a NASDAQ market must continue to satisfy these requirements in order to maintain its status as a listed company on NASDAQ.

This document outlines the substantive requirements that must be established by an issuer for the SEC to grant a request for confidential treatment (also referred to as a CTR) of certain portions of their material contracts filed with the SEC.

A Checklist of major disclosure topics commonly disclosed in or incorporated by reference into registration statements under Schedule B of the Securities Act of 1933, as amended.  This Checklist can be used by counsel to foreign sovereign issuers and their underwriters when drafting or reviewing the disclosure to ensure it is covering the major topics that are commonly included in practice but not specifically required under Schedule B.  This Checklist can also be used as a guide in asking the right questions of foreign government officials when preparing for a sovereign offering.

This Checklist provides an indicative timeline for the process by which a public company announces its annual or quarterly earnings results, including issuing an earnings release and hosting an earnings call. The Checklist notes the parties typically responsible for each step in the process and relevant provisions of the federal securities law, SEC rules or exchange regulations affecting each step.

This Checklist lists the documents commonly used and actions typically taken in the establishment, or commencement, of a registered medium-term note (MTN) program. While registered MTN programs vary widely, this Checklist can be used as a starting point for counsel organizing the establishment of an MTN program.  It can also be used as a starting point for counsel organizing the recommencement of an existing registered MTN program.

This Checklist summarizes the requirements of the NYSE for companies submitting data on a timely basis. Data includes press releases disclosing material corporate developments, proxy statements, notices about dividends and shareholder meetings, changes in treasury stock, changes in executive officers and directors and additional listing applications.

This chart presents the quantitative initial listing requirements of the NYSE. A company seeking to list its securities on the NYSE must satisfy these requirements to be eligible for listing on the NYSE.

This Checklist provides a quick reference guide to help in making materiality determinations under securities and disclosure laws and rules, includes important questions to ask and highlights key areas where information is often found to be material, requiring careful attention and perhaps public disclosure. 

This Chart shows the dates that key reforms to the federal securities laws made by the Jumpstart Our Business Startups Act (JOBS Act) become effective.

This Checklist summarizes key items to consider before and during drafting of the Management's Discussion & Analysis of Financial Condition and Results of Operations (MD&A) section required in a public company's Form 10-K, Form 10-Q or registration statement. This Checklist offers a list of issues and questions relating to subjects that should be discussed in an MD&A section, including the company's results of operations, liquidity, capital resources, contractual obligations, off-balance sheet arrangements, credit facilities, debt securities, critical accounting policies and estimates, other accounting topics and related party transactions. In addition, this Checklist offers a series of issues and questions regarding climate change to determine whether this subject should be addressed in a company's MD&A section. This Checklist is not a comprehensive list, but merely a guide to assist lawyers in focusing on important issues.

A Checklist setting out Office of Foreign Assets Control (OFAC)-related due diligence questions to ask non-US issuers and non-US selling securityholders in a securities offering involving US investment banks, US law firms or US investors.

A Flowchart showing the process to determine if corporate communications constitute permitted offers under Section 5 of the Securities Act or fall under available safe harbors from the definition of an offer. This Flowchart has not been updated for the effects of the JOBS Act.

This chart presents the qualitative listing requirements of the NASDAQ Stock Market (NASDAQ). The chart identifies which requirements must be met at the time of initial listing, and must continuously be met to remain listed, and, if applicable, the maximum time for compliance from the date of listing. A company that is already listed on NASDAQ must continue to satisfy these requirements to maintain its status as a listed company on NASDAQ. The corporate governance rules for NASDAQ are set out in the Listing Rule 5600 Series and the interpretative materials associated with those rules. While NASDAQ has three listing tiers for public companies, with each having different quantitative standards and requirements for listing, the qualitative standards and requirements for initial listing and for maintaining the listing are the same for all tiers. The chart also identifies certain of the initial and periodic reporting forms that must be filed by a NASDAQ-listed company concerning its compliance with NASDAQ's corporate governance rules.

This Checklist lists the documents commonly used and actions typically taken in a takedown from a registered medium-term note (MTN) program. While registered MTN programs vary widely, this Checklist can be used as a starting point for counsel in a registered MTN takedown.

This chart summarizes the relevant provisions of the Securities Act concerning timing for offers, sales, delivery of securities and delivery of prospectuses by issuers, underwriters, brokers or dealers to the purchasers of the offered securities.

A Checklist of key issues to consider before, during and after a restatement of a public company's financial statements.  This Checklist can be used by public companies and their counsel to help ensure they have all the bases covered during the typically long and complex restatement process.  This Checklist highlights the far-reaching effects of a restatement on the company, including its disclosure and periodic reporting, public and private securities offerings, stockholder litigation and clawbacks.

This Checklist summarizes key items to consider when structuring a rights offering.This Checklist is not a comprehensive list, but merely a guide to assist attorneys in focusing on important issues.

The SEC regulates all oral and written communications made by an issuer during a public offering of its securities. This is a summary of the SEC guidelines used to determine whether a communication is deemed to be oral or written.

A quick reference guide to the fees required to be paid to the SEC in connection with a registered offering of securities. 

The SEC provides various forms of registration statements for registering securities offerings which vary based on the characteristics of the issuers and of the type of offering. This chart focuses only on the SEC forms available to domestic issuers issuing equity and debt securities.

The SEC recognizes the market and investors obtain valuable information about issuers and their securities from research analysts. However, the rules of FINRA and the NYSE governing research reports of analysts may inhibit research coverage after the completion of an IPO or even a follow-on offering by a public company. This chart summarizes several significant SEC non-exclusive safe-harbors concerning research reports − Rule 137, Rule 138 and Rule 139 of the Securities Act of 1933.

This chart summarizes the primary federal securities law rules governing permitted communications and restrictions on publicity applicable to an issuer of securities. The chart identifies the communication rules for each of the different classes of issuers (including WKSIs, emerging growth companies, seasoned issuers and non-reporting issuers) during the pre-filing period, the waiting period and the post-effective period of a public offering.

A Checklist outlining the reporting process for attorneys subject to the "up-the-ladder" reporting rules enacted by the SEC under the Sarbanes-Oxley Act. This Checklist explains the initial up-the-ladder reporting requirement, the criteria for determining an appropriate response to a report, the steps that must be taken when no appropriate response is received and the streamlined reporting process available to issuers with a qualified legal compliance committee (QLCC).

These charts show the first dates in 2012 when newer financial statements must be included in a registration statement filing because older financials have gone stale under the financial statement staleness rules. These rules, which are contained in Rule 3-12 of Regulation S-X, apply to SEC-registered securities offerings. A chart is provided for IPO companies, large accelerated filers, accelerated filers and non-accelerated filers, other than foreign private issuers, with calendar fiscal years. These charts are a companion resource to Practice Note, Updating Financial Statements: The Staleness Rules, which provides a detailed primer on the staleness rules.

A Checklist of factors that counsel for a US reporting company should consider in deciding whether information shared by the company's "covered persons" to market professionals and securityholders is considered "material nonpublic information" under Regulation FD, and therefore must be simultaneously disclosed to the public.

This Chart provides an overview of when a free writing prospectus (FWP) needs to be filed with the SEC.  FWPs can constitute permitted written communications by certain issuers and underwriters, brokers and dealers that are part of a registered securities offering, including press releases, emails, blast voicemails and press interviews.