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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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HopefullyInLawSchool
14:47
@GodsPlanUltimately: I think it's fine to talk about
GodsPlanUltimately
14:48
@HopefullyInLawSchool: Okay! Thank you. :)
hopefully i see your play
very good 10/10
misoissocute
14:56
@GodsPlanUltimately: My boyfriend is a hillsdale grad; its reputaple for their education and such; its only problamtic because of its policies and its refusal to take federal money
GoodLuckEveryone
14:57
@HopefullyInLawSchool: i hope you don't mean joe the way I think you mean it haha
GodsPlanUltimately
14:58
@misoissocute Okay I can be real then (wasn't sure of the vibes of the chat) I absolutely loved the CCA event I attended there! Their education is stellar and that campus is beautiful. :D
glovediedthisishismom
14:58
do u guys think desantis will appoint gaetz to the senate
might have been a crazy small HLS II?
GoodLuckEveryone
14:59
@HopefullyInLawSchool: how do you think you did? i was nervous beyond belief but I tried to stay on my feet. i couldn't tell how I did though
misoissocute
15:00
@GodsPlanUltimately: I would love to go to a Catholic based school and if you are looking for a religious based school as well, its helpful! I actually love Hillsdale but I am from the west coast and did not even know it existed until I met my bf
Dkk
15:00
@glovediedthisishismom: hopefully!
glovediedthisishismom
15:01
hes a diddler tho
babycat
15:01
Dk why aren’t you in the senate
GodsPlanUltimately
15:01
@misoissocute: I agree :) I'm actually are at a Jesuit Catholic school for undergrad and was invited to attend the event by a mentor in my program (I'm actually a theology and religious studies student). We have an early grand program so I'm not applying to a religious law school but I am trying to go to one that still values that perspective. :) It is a very secluded school though! :D lol
misoissocute
15:04
@GodsPlanUltimately: Good luck friend!!!
Dkk
15:04
@babycat: cus I suck by societal standards
babycat
15:04
Which ones
GodsPlanUltimately
15:04
@misoissocute: You as well! Prayers that you get all your blessings this cycle! <3
babycat
15:04
I bet being a senator would take away from your hot tub time
glovediedthisishismom
15:04
It’s me, I’m him, I’m not them I’m Him Jones I’m—, I’m Him Duncan I will beat a mf ass and stomp em in my Himberlands I been him, I’ma always be him I’ma stay him, I’m not them
babycat
15:05
glove would you rather have a hot tub or be a senator
glovediedthisishismom
15:06
hot tub so i can put my butthole on the jacuzzi jets
glovediedthisishismom
15:06
wbu
babycat
15:06
yeah good point
Dkk
15:06
Yeah, it would but eventually you gotta give it up to do something good in life. What I was talking about yesterday with the Japanese movie about how the guy can't ever actually just turn on the gas and do something amazing.
babycat
15:06
put your pussy on the phone
Dkk
15:07
@babycat: listen to Nick's rap at the begginign of this epsiode. https://www.youtube.com/watch?v=H5C-k-sfZd0
babycat
15:07
@Dkk: do you think the movie condones that lifestyle or promotes it as a good thing? Why is a movie bad because you don’t like a character’s lifestyle in it?
babycat
15:08
Nick Mullen bravely promoting the fringe position of eating pussy
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