Form S-3 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting company issuers to file in order to issue shelf offerings.
OverviewGenerally, under Section 5 of the Securities...
securities
Form S-4
Form S-4 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting companies to file in order to publicly offer new securities pursuant to a merger or acquisition.
Section 5 of the...
Form S-8
Form S-8 is the registration statement that the Securities and Exchange Commission (SEC) requires issuers to file in order to issue securities as part of an employee benefit plan. That is, companies must file a Form S-8 when they want to...
fraud-on-the-market theory
Fraud-on-the-market theory is the idea that, since stock prices incorporate material information, material fraudulent statements will affect stock prices. The theory is most often invoked in class action cases alleging Rule 10b-5 securities...
free writing prospectus
A free writing prospectus (FWP) is a written communication regarding securities being publicly offered disseminated by the issuer during the waiting period of an initial public offering (IPO) that discloses information that would not be...
freeze-out
A freeze-out is one way for majority or controlling shareholders in closely held corporations to abuse and oppress minority shareholders. More specifically, a freeze-out is the manipulative use of corporate control to eliminate minority...
full disclosure
As a general rule in a business transaction, for example, in a real estate transaction, full disclosure refers to the obligation which requires both parties to disclose the whole truth regarding any significant aspect of a...
futures contract
A futures contract is a contract between two parties for the purchase of a specified commodity at a predetermined future date and price. The Commodity Futures Trading Commission (CFTC) oversees futures contracts in the United States. Many...
GAAP
GAAP stands for Generally Accepted Accounting Principles and refers to the standard accounting rules regarding the preparation, presentation, and reporting of financial statements in the United States. Unlike the international standard, IFRS...
gains
Gains are the output over the basic expense of an investment, or the increment of the asset. Selling different assets will result in different gains or losses, which will be charged with different tax rates. For example, the gain from the...