May 25, 2004

Renewed Gun-Jumping with the Return

A few weeks ago the IPO of was delayed based on a mutual agreement with Corp Fin. The company pushed back the offering after its Chairman and CEO was interviewed for a story that appeared in the New York Times on May 9th. In this interview, the CEO said that “the SEC prohibits me from making any statements that would hype my IPO,” but then proceeded to discuss the software business and his competitors.

Those who practiced during the Internet boom might recall the delay of Webvan’s IPO. It is clear that Corp Fin will take action if statements are made during the quiet period that are viewed as conditioning the market. Even after waiting it out, the staff often requires that a risk factor be included in the IPO prospectus regarding the potential gun-jumping violation. We have put together examples of these risk factors in our Disclosure Analysis and Samples Practice Area.

SEC Issues 10b-18 FAQs

Last week, Market Reg issued these 10b-18 FAQs. I was waiting to blog about it until I uncovered why it states “modified on May 18th” on the bottom – but I found out that is meaningless. That date is the original issuance date.