SECURITIES REGULATION

1
SECURITIES REGULATION

• Post-Effective Period
• Shelf Registration

2
SP Delivery

• 33 Act 4(1) secondary market exemption
• 33 Act 4(4)
• 33 Act 4(3) and Rule 174 time limits on SP
  requirement for dealers who are not UWs
• Rule 172 access delivery
• So whats use of time limits in 4(3) and 174?

3
Hypo 7 Post-Effective

• Can UW sell remaining 100k shares (out of 400k
  allotment) to one investor and mail SP with
  confirmation?
• If issuer listed on Nasdaq, can BD sell some of
  its shares in secondary mkt one week after IPO
  and send certifs w/o SP?
• What if BD acts as intermediary only and sends
  confirmations w/o SP?
• Can UW issue industry rpt with buy rec. while
  still holding 50k shares of allotment?
• If investor initiates contact, can BD place order
  and send confirmation w/o SP?

4
Updating

• SP
• 33 Act 10(a)(3)
• Antifraud liability
• Manor Nursing
• Hypo 8
• RS
• Hypo 8
• But see shelf registration

5
Post-Effective Trading

• Reg. M
• Hypo 9
• UW cannot issue "buy" rec bc does not satisfy
  Rules 138 or 139
• If hedge fund is affiliated purchaser to UW,
  purchases not permitted by Reg M
• UW cannot buy in secondary market to raise price
  while part of allotment remains unsold
• Stabilization
• Hypo 10
• UW cannot stabilize at price greater than last
  price in principal market
• Laddering

6
Options for Regulating Securities

• By Company
• By Security
• By Transaction
• By Investor

7
Shelf Registration

• General Rule
• 33 Act 6(a) (as interpreted by SEC)
• But see 33 Act 2(a)(3)
• Rule 415
• Types of offerings
• Time limits
• Undertaking and updating
• Automatic shelf registration (WKSIs)
• Base prospectus

8
HYPO 11

• 500m nonconvertible bonds over 6 years
• CEO jailed for IT 6 mos later update?
• 500m voting common stock through direct sales
  over 2 years w/o UW
• Base prospectus omits price, UW info
  unspecified amount of common stock supplement
  filed after sales
• 250m of convertible bonds over 2 years term is
  10 years
• Officer sales of restricted shares under shelf
  reg statement