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Simple English definitions for legal terms

shelf offering

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A quick definition of shelf offering:

A shelf offering is when a company wants to sell stocks or bonds to the public, but instead of filing a new application every time, they can use the same paperwork over and over again. This is called a "core prospectus." The company can sell some of the stocks or bonds right away, and then sell more later without having to do more paperwork. Only big and well-known companies can do this. It's good for the company because they can sell their stocks or bonds when the market is good, and they don't have to wait for the government to approve their paperwork every time. But they still have to make sure they tell the truth about their company and any important changes that happen.

A more thorough explanation:

A shelf offering is a type of public offering of securities where the issuer can make multiple offerings based on the same prospectus, known as the core prospectus. This means that the issuer can offer securities whenever they want to take them down from the shelf, without having to file a new registration statement with every offering.

For example, if a company wants to raise money by issuing stocks, they can file a core prospectus with the Securities and Exchange Commission (SEC) and offer a portion of the stocks to the public. Later on, if they want to issue more stocks, they can do so without having to file a new prospectus. This saves time and money for the issuer.

Shelf offerings are only available to seasoned issuers and well-known seasoned issuers. These are companies that have a track record of filing timely and accurate reports with the SEC.

The main advantage of shelf offerings is that they provide timing and certainty to the issuer. They can issue securities when market conditions are optimal, without having to wait for extensive SEC review after they file their core prospectus. The core prospectus also prospectively incorporates by reference the issuer’s periodic reports, meaning the issuer does not need to amend the core prospectus in the event of material developments.

However, it's important to note that Section 11 still applies to subsequent issues in a shelf offering. This means that the issuer must be sure that any material developments are included in disclosures incorporated by reference or file a supplemental prospectus.

Shaughnessy v. United States ex rel. Mezei | shelf registration

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texaslawhopefully
22:30
@KnowledgeableRitzyWasp: That all sounds great. It sounds like it has fairly diverse cuisine for a smaller city
yeah there are so many good cuisines in ithaca
renard99
22:31
@lilypadfrog: that’s a pity I’da be liking them all
texaslawhopefully
22:31
Only food I’m going to miss for sure if I leave Texas is texmex
22:31
waspy hasnt had thai food in ithaca yet. ithaca thai is so good
^^^^ truuuuuu
22:32
there are two major thai places and they have very similar names bc a divorced husband and wife own them lol
22:32
personally i think taste of thai is better than taste of thai express but thats just me
i had pho tho and it was really good and huge portions
texaslawhopefully
22:32
Glad they have good Thai food, I love Thai food! Can’t wait to visit :)
22:33
when tex goes to ithaca i want to come
Dkk
22:34
Crying Tiger, best Thai dish.
damn im so hungry all i had today was a curry tonkatsu and buldak
and it was a lil baby noodle cup
vvv hungry
22:36
curry tonkatsu so yummeh
22:36
whats even open rn? pizza?
CTB is it i think
22:37
is collegetown pizza not open
22:37
i used to get a slice from there or wings over at like 1am after my shift at the restaurant
Dkk
22:48
Ross Ulbricht free. God Bless Trump. Huge win.
JeremyFragrance
22:54
agreed
texaslawhopefully
22:55
This is an interesting read: https://thedispatch.com/article/birthright-citizenship-trump-implications/
Dkk
23:01
I mean, idk how it's possible to end birth right citizenship without amending the constitution because to me the 14th amendment is pretty clear about it.
ross ulbricht tried to hire a hitman to kill 5 people
i am not that sympathetic to him
Dkk
23:04
@KnowledgeableRitzyWasp: That might have been an FBI agent. It was most likely him and he was most likely doing it to retrieve stolen funds that corrupt FBI agents stole, but yeah moral gray area but me personally, cool with hitmen. It's not like it is uncommon to hire hitmen. I don't think the action itself is necessarily wrong but the intent behind it can be.
Dkk
23:05
Like, Boeing whistblowers being killed by hitmen = wrong but a guy hiring hitmen to retrieve stolen funds = good to me.
texaslawhopefully
23:05
@Dkk: Yeah, for sure. My guess is it'll go to SCOTUS and it'll be 8-1 or 7-2, saying that EO was unconstitutional.
Dkk
23:06
Indeed. I need a count for how many exectuive orders he has signed and how many already have pending lawsuits.
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