Marketing the IPO – Can an issuer make offers before filing a registration statement? (60)

will even review artwork based on the theory that “a
picture is worth a thousand words.”
What is the difference between registration under the
Securities Act and registration under the Exchange Act?
It has been said that if the Exchange Act had been passed first, the Securities Act would never have been enacted. Both acts seek to protect investors in “public” companies and make sure that public investors have the material information they need to make an informed investment in public companies. The Securities Act generally addresses offerings of particular kinds of securities and requires disclosure for a particular offering or, once a company is public, perhaps a number of offerings. The Exchange Act addresses whether a company should be seen as “public” because of its intention to list its securities on an exchange or because of the size of its ownership base and the amount of its assets, and requires periodic and ongoing public disclosure about the company. Companies may become subject to the Exchange Act without a “public” offering.
While SEC forms refer to securities registered under the Exchange Act, it is really a company that is registered not its securities.
Marketing the IPO
Can an issuer make offers before filing a registration
No. Once a company decides to go public, it is “in registration” and the quiet period begins. See “What is the quiet period?”. However, communications made by the company more than 30 days before the filing of the registration statement will not be deemed to be attempts to condition the market if they do not reference the

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