Updating and correcting the registration statement Trading practice rules 5.1 FACEBOOK FORM S-1 (amended) (posted on Canvas) Questions on cover materials Facebook Form S-1 Pages 1-150, F-1 to F-6 posted on Canvas Answer posted questions 1. Review the listed in Schedule A (see statutory supplement) the information requirement of a registration statement 2. Review table of contents of Regulation C and Regulation S-K (see statutory supplement) 5.2 CHAPTER 5: EXEMPT TRANSACTIONS 249-285 Private offering exemption SEC v. Ralston Purina Co. 33 Act, § 3(a)(11), § SEC v. Kenton Capital, Ltd. 4(a)(2) Regulation D and limited offering exemptions Mark v. FSC Securities Corp. Rules 147 & 147A, Rule 504 147 and Rule 504 have been amended effective 2017. Rule 147A is new. 6.1 CHAPTER 5: EXEMPT TRANSACTIONS 285-320 Regulation D and limited offering exemptions SEC v. Ishopnomarkup.com, Inc. 33 Act, § 4(a)(6) Crowdfunding exemption Interstate offering exemption Rule 506 Employee benefit plans and contracts relating to Rule 701 compensation 6.2 CHAPTER 5: EXEMPT TRANSACTIONS 320-338 Regulation A Section 3(b)(2) 339-358 Integration of offerings In the Matter of Kevin D. Kunz Rule 251 State exemptions CHAPTER 6: SECONDARY DISTRIBUTIONS Underwriter concept and sales for an issuer SEC v. Chinese Consol. Benevolent Association Purchase from an issuer 7.1 CHAPTER 6: SECONDARY DISTRIBUTIONS 358-387 Control person distributions United States v. Wolfson 144, 144A
Updating and correcting the registration statement Trading practice rules 5.1 FACEBOOK FORM S-1 (amended) (posted on Canvas) cover materials Pages 1-150, F-1 to F-6 Answer posted questions 1. Review the listed in Schedule A (see statutory supplement) the information requirement of a registration statement 2. Review table of contents of Regulation C and Regulation S-K (see statutory supplement) Questions on Facebook Form S-1 posted on Canvas 5.2 CHAPTER 5: EXEMPT TRANSACTIONS Private offering exemption SEC v. Ralston Purina Co. SEC v. Kenton Capital, Ltd. Regulation D and limited offering exemptions Mark v. FSC Securities Corp. 147 and Rule 504 have been amended effective 2017. Rule 147A is new. 249-285 33 Act, § 3(a)(11), § 4(a)(2) Rules 147 & 147A, Rule 504 6.1 CHAPTER 5: EXEMPT TRANSACTIONS Regulation D and limited offering exemptions SEC v. Ishopnomarkup.com, Inc. Crowdfunding exemption Interstate offering exemption Employee benefit plans and contracts relating to compensation 285-320 33 Act, § 4(a)(6) Rule 506 Rule 701 6.2 CHAPTER 5: EXEMPT TRANSACTIONS Regulation A Section 3(b)(2) Integration of offerings In the Matter of Kevin D. Kunz State exemptions CHAPTER 6: SECONDARY DISTRIBUTIONS Underwriter concept and sales for an issuer SEC v. Chinese Consol. Benevolent Association Purchase from an issuer 320-338 339-358 Rule 251 7.1 CHAPTER 6: SECONDARY DISTRIBUTIONS Control person distributions United States v. Wolfson 358-387 144, 144A