Process for Bringing New Issues to Market

What this video covers

• How due diligence covers financial statements, business operations, management, and legal matters, and why it supports the reasonable investigation defense
• Which registration statement forms match corporate issuers, mutual funds, and closed-end funds, and how filing starts the 20-day cooling-off clock
• What Part I and Part II of a registration statement contain, including the statutory prospectus and supplemental information filed with the SEC
• How the underwriting agreement covers the spread, expenses, indemnification, representations, warranties, and commitment type
• Why firm commitment makes the underwriter a principal that bears unsold-share risk, while best efforts makes the underwriter an agent and returns unsold shares to the issuer
• How all-or-none (AON) and mini-max offerings work within best-efforts underwriting
• How issuers, broker-dealers, agents, dealers, rating agencies, underwriting syndicates, and selling groups differ, including the state registration rules affected by the National Securities Markets Improvement Act (NSMIA)