Warning

Info

LSDefine

Simple English definitions for legal terms

shelf offering

Read a random definition: rest

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

General

General chat about the legal profession.
main_chatroom
👍 Chat vibe: 9 👎
Help us make LSD better!
Tell us what's important to you
13:13
I saw that, and I saw you got the Georgetown interview invite yesterday too! Goodluck!
you too haha, i was super surprised to have received one so early not gonna lie
i heard the group interview is really chill and I'm kinda excited to do it
seems cool
13:14
Yeah, 7sage has a page that talks about the questions for each schools interview, GULC's seems unique
13:15
Idk how much of an effect it has on admissions chances but should be cool either way
ive heard the conversion rate for gulc group interview is pretty high even moreso if you have the stats
it's hard to say but i've also heard that the group interview is harder to get than the alumni interview. but who really knows tbh
im p sure they don't interview everyone and getting one this early should be a great sign!
13:16
Yeah I've heard the same ab the group interview
13:17
So maybe I'll see you in D.C. a year from now lmao
initiallaw
13:32
Speaking of stat twins kazuyamishima were exact stat twins lol
17:13
Anyone going to the UGA zoom thing on the 22nd?
17:16
My bad, 24th*
Idk, what's it for?
@Law-Guy: How'd you get the Vandy fee waiver?
17:32
What does going ur3 in 3 days mean at Uva 😅
that you will get UR2 in 3 more
17:33
somethings gotta give
I’m new. What’s the UR and UR2?
17:35
I already went ur2. It’s the 3rd status date change
17:35
@RustyWrangler: attend one of their virtual info sessions and they'll send you a fee waiver
@Law-Guy: Awesome, thanks! I'll sign up rn!
i'm not entirely sure
They've recently been sending a lot of interview invites
It means status change?
17:47
Someone said there is a wl/r wave coming but how can that even be predicted 😭
17:48
Where?
Quillinit
17:50
This is obviously not true for UVA. Past years show they don't send any non A results until December
boglue
18:05
this is gonna sound so dumb but what do yall mean when you say date change
LSD+ is ad-free, with DMs, discounts, case briefs & more.