Tax optimization consists of lowering the amount of tax liability by complying with the tax obligations in force in a given state/country by using the regulations to the taxpayer’s advantage. The taxpayer will thus use and take advantage of...
law and economics
tender offer
Tender offer is a public offer to buy shares of a corporation, usually at above market price and with the intention of gaining controlling interest in the target corporation. An acquirer making a tender offer for more than 5% of a corporation...
testing-the-waters
Testing-the-waters refers to issuers gauging market interest in their public offering by communicating with certain institutional investors prior to filing a registration statement.
Under Sections 5 and 2(a)(3) of the...
treasury stock
Treasury stock is a type of stock that has been reacquired by the issuing corporation. While held by the issuer, the stock is considered issued but not outstanding, and is not considered in measuring the value of outstanding common shares....
underwriter
An underwriter is an institutional financial organization that assesses and assumes another party’s risk for a fee. Underwriters operate in the context of (1) securities offerings and (2) insurance.
(1) In the context of...
unseasoned issuer
An unseasoned issuer is any issuer subject to period reporting requirements, i.e. is a public company, but who is not eligible to file a Form S-3 or a Form F-3 for a primary offering, i.e. is not a seasoned issuer or a well-known seasoned...
Volcker Rule
The Volcker Rule refers to a broad set of rules adopted under Dodd-Frank Title VI that attempts to reduce risk within banking institutions, stemming from mixing investment banking and commercial banking. The Volcker Rule consists of two major...
waiting period
The waiting period is the stage in the initial public offering (IPO) process after the issuer files their registration statement with the Securities and Exchange Commission (SEC) and waits for the SEC to declare their registration statement...
well-known seasoned issuer (WKSI)
Well-known seasoned issuer (WKSI) is a category of issuer which allows greater flexibility in accessing U.S. public markets.
Qualification as a well-known seasoned issuerFor an issuer to qualify as a WKSI, they must...