5. The Going-Public Process 44

Staff Accounting Bulletins (SABs) represent interpretations and practices followed by the SEC staff and, although not formally approved by the SEC Commissioners, they are generally required to be followed by registrants.
Industry guides are intended to assist registrants in the preparation of registration statements; they outline policies and practices required by the SEC staff relative to specific industries. Industries covered by the guides include oil and gas, mining, banking, insurance, and real estate.
Regulation S-B specifies the form and content of financial statements, as well as the disclosure requirements for the non-financial statement portion of filings for small business issuers. Regulation S-B is a simplified and integrated version of Regulations S-X and S-K.
Regulation S-T governs the preparation and submission of documents filed via the SEC’s Electronic Data, Gathering, Analysis, and Retrieval (EDGAR) system.
Commencing in 1996, virtually all documents processed by the SEC, including filings by first-time issuers, are required to be submitted electronically via EDGAR. The SEC has established an EDGAR filer support phone line to assist registrants(202-942-8900). Copies of documents filed with the SEC using EDGAR may be obtained by accessing the Internet at the SEC’s Web site: http://www.sec.gov. The general and specific instructions to the relevant “Forms” (S-1 etc.) are
also helpful.
Performing due-diligence procedures
Throughout the registration statement preparation process, the entire IPO team will perform necessary procedures to provide a reasonable ground for belief that, as of the effective date, the registration statement contains no significant untrue or misleading information and that no material information has been omitted. These procedures are referred to as due diligence and are performed primarily in response to the 1933 Act, which will hold all parties participating in the registration liable for any material misstatements or omissions in the registration statement. (Due diligence serves as the primary defense in any actions brought against the parties, other than the issuer, under this section of the 1933 Act.)
Due-diligence procedures entail reviews of your company and its management including, but not limited to, visiting facility sites, reviewing significant agreements and contracts, financial statements, tax returns, board of directors and shareholders’ meeting minutes, and performing various analyses of the company and the industry in which it operates, by the attorneys and underwriters.
Your attorneys and your underwriter’s attorneys will also distribute questionnaires to the directors and officers of your company requesting them to review, verify, and comment on the information contained in the draft registration statement. In addition, the directors and officers may be interviewed by the attorneys.
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PricewaterhouseCoopers LLP Roadmap for an IPO

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