Question: AltaVerba Inc is a nonpublic company controlled by its majority
AltaVerba, Inc., is a nonpublic company controlled by its majority shareholder, Robyn Streel. AltaVerba wants to make an initial public offering by selling 300 million Class B common shares in a firm commitment underwriting, with Goldman Sachs acting as the lead underwriter. AltaVerba is not a public company required to file periodic reports with the SEC under the Securities Exchange Act of 1934. AltaVerba and Goldman are considering the communications they may have with existing and prospective investors and securities analysts before and during the registered offering and comply with Section 5 of the Securities Act of 1933. Seventytwo days before the 1933 Act registration statement will be filed with the SEC, AltaVerba wants to release historical information about its business and financial results. What are the restrictions on the release of such information at that time? Twentythree days before the 1933 Act registration statement will be filed with the SEC, AltaVerba wants to release forward-looking information about its business and financial results. May AltaVerba do that? After the registration statement has been filed with the SEC, Streel and AltaVerba's vice president of finance want to speak on the phone about the issuance with an investment manager of Fidelity Magellan Fund. Is that communication legal at that time? At the same time, AltaVerba and Goldman want to conduct a road show in five cities. Selected very wealthy investors, securities analysts, and mutual fund managers will attend the road show in person. Under what conditions may AltaVerba and Goldman conduct a legal road show? After the registration statement has been declared effective by the SEC, AltaVerba wants to use a free-writing prospectus that includes historical and forward looking information about AltaVerba. What conditions must the free-writing prospectus meet to be legal under Section 5?
Answer to relevant QuestionsEMG, Corp., a public corporation, decides to enter the Internet marketing business by creating a subsidiary corporation, GME, Inc., that will be 51 percent owned by EMG and 49 percent owned by other investors. The plan is ...Shareholders of General Electric Company have asked the board of directors to include several shareholder proposals in its annual proxy statement. One proposal is that GE's articles of incorporation be amended to provide ...Amenity, Inc., was incorporated with 1 million authorized shares, which were issued to Capital General Corporation (CGC) for $2,000. CGC distributed 90,000 of those shares to about 900 of its clients, business associates, ...Norman Cross was the independent auditor for Home-Stakes Production Company, a company that offered investors interests in oil and gas drilling programs. The programs offered investors both income and tax deductions. Cross ...Section 7(a)(2) of the federal Endangered Species Act of 1973 divides responsibilities concerning protection of endangered species between the secretary of the interior and the secretary of commerce. The statute also ...
Post your question