Expanded Coverage of Registration Statement Preparation in Business Transactions Solution

This month’s Business Counselor Update on Westlaw Next includes updated and expanded coverage of the preparation of registration statements for public offerings in Registered Public Offerings (Ch. 288).   The timetable for a registered public offering included in that chapter has been updated and a new Master Form of a registration statement for the initial public offering of a smaller reporting company with a limited operating history has been added to the materials.  In particular, illustrations have been provided about how to address the requirements for disclosures in key areas including: 

  • Prospectus summary (§288:149.04)
  • Risk factors (§288:149.05)
  • Use of proceeds (§288:149.06)
  • Management’s discussion and analysis of financial condition and results of operations (§288:149.10)
  • Description of business (§288:149.11)
  • Security ownership of principal and, if applicable, selling stockholders (§288:149.13)
  • Management and corporate governance §288:149.17)
  • Executive compensation (§288:149.18)
  • Certain relationships and related transactions (§288:149.19)

While registration statement preparation is often thought of as the exclusive preserve of larger law firms, business counselors working at smaller firms can assist their clients with capital raising through a registered public offering that takes advantage of the streamlined disclosure rules that are applicable to smaller reporting companies.  In addition, knowing how to draft a registration statement can provide dividends in assisting clients who are raising funds privately and need help with creating their private placement memorandum.

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