The SEC’s Oversight of the Registration Statement Process
The Securities and Exchange Commission (“SEC”) is the key regulator of going public transactions, securities offerings and securities professionals. During the going public and registration statement process the SEC provides oversight of various professionals involved in the process. These include Transfer Agents, Sponsoring Market Makers, Securities Attorneys, Edgar Filers and Accountants.
Offers and sales of securities during the going public process are regulated by the Securities Act of 1933, as amended (the “Securities Act”). Section 5 of the Securities Act requires any offer or sale of securities covered by a registration statement filed with the SEC or exempt from registration. The most common registration statement form is Form S-1 and the most common securities exemption is Rule 506 of Regulation D of the Securities Act.
A Securities Act registration statement can be divided into two parts. One part known as the prospectus is provided to investors. The second part of the registration statement includes information not provided to investors but which is publicly available through the SEC’s Edgar Database.
The prospectus provides investors with expansive financial and narrative disclosures about the company and the shares being registered. The prospectus should provide investors with all relevant material information necessary for an investment decision.
Most registration statements are subject to review by the SEC’s Division of Corporation Finance. The Division of Corporation Finance’s review helps ensure that the issuer has made the required SEC disclosures. The SEC does not determine the merits of the issuer or the offering being registered.
A few weeks after the registration statement has been filed, the SEC will deliver its comments to the company and/or its going public securities lawyer. The company must then file an amendment to the previously filed registration statement and provide responses to the SEC’s comment letter. Once the SEC is satisfied with the company’s disclosures, it will declare the registration statement effective and the company can proceed with its securities offering.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit www.securitieslawyer101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
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