Red Herring Prospectus
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Red Herring Prospectus
A red herring prospectus, as a first or preliminary prospectus, is a document submitted by a company (issuer) as part of a public offering of securities (either stocks or bonds). Most frequently associated with an initial public offering (IPO), this document, like the previously submitted Form S-1 registration statement, must be filed with the Securities and Exchange Commission (SEC). A red herring prospectus is issued to potential investors, but does not have complete particulars on the price of the securities offered and quantum of securities to be issued. The front page of the prospectus displays a bold red disclaimer stating that information in the prospectus is not complete and may be changed, and that the securities may not be sold until the registration statement, filed with the market regulator, is effective. Potential investors may not place buy orders for the security, based solely on the information contained within the preliminary prospectus. Those investors may, howeve ...
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Public Offering
A public offering is the offering of securities of a company or a similar corporation to the public. Generally, the securities are to be listed on a stock exchange. In most jurisdictions, a public offering requires the issuing company to publish a prospectus detailing the terms and rights attached to the offered security, as well as information on the company itself and its finances. Many other regulatory requirements surround any public offering and they vary according to jurisdiction. The services of an underwriter are often used to conduct a public offering. Stock offering Initial public offering (IPO) is one type of public offering. Not all public offerings are IPOs. An IPO occurs only when a company offers its shares (not other securities) for the first time for public ownership and trading, an act making it a public company. However, public offerings are also made by already-listed companies. The company issues additional securities to the public, adding to those curren ...
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Income Statement
An income statement or profit and loss accountProfessional English in Use - Finance, Cambridge University Press, p. 10 (also referred to as a ''profit and loss statement'' (P&L), ''statement of profit or loss'', ''revenue statement'', ''statement of financial performance'', ''earnings statement'', ''statement of earnings'', ''operating statement'', or ''statement of operations'') is one of the financial statements of a company and shows the company's revenues and expenses during a particular period. It indicates how the revenues (also known as the ''“top line”'') are transformed into the net income or net profit (the result after all revenues and expenses have been accounted for). The purpose of the income statement is to show managers and investors whether the company made money (profit) or lost money (loss) during the period being reported. An income statement represents a period of time (as does the cash flow statement). This contrasts with the balance sheet, which repre ...
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Standstill Period
The ''Alcatel'' mandatory standstill period is a period of at least ten calendar days following the notification of an award decision in a contract tendered via the Official Journal of the European Union, before the contract is signed with the successful supplier(s). Its purpose is to allow unsuccessful bidders to challenge the decision before the contract is signed. It is named after a pair of linked European Court of Justice cases which are jointly known as the ''Alcatel'' case (Case C-81/98). Within the UK, it was introduced by the Office of Government Commerce The Office of Government Commerce (OGC) was a UK Government Office established as part of HM Treasury in 2000. It was moved into the Efficiency and Reform Group of the Cabinet Office in 2010, before being closed in 2011. Overview A ''Review of ... in 2005 and remains within UK contract award legislation under regulation 87 of the Public Contracts Regulations 2015 and regulation 86 of the Public Contracts (Scotland) ...
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Facebook
Facebook is an online social media and social networking service owned by American company Meta Platforms. Founded in 2004 by Mark Zuckerberg with fellow Harvard College students and roommates Eduardo Saverin, Andrew McCollum, Dustin Moskovitz, and Chris Hughes, its name comes from the face book directories often given to American university students. Membership was initially limited to Harvard students, gradually expanding to other North American universities and, since 2006, anyone over 13 years old. As of July 2022, Facebook claimed 2.93 billion monthly active users, and ranked third worldwide among the most visited websites as of July 2022. It was the most downloaded mobile app of the 2010s. Facebook can be accessed from devices with Internet connectivity, such as personal computers, tablets and smartphones. After registering, users can create a profile revealing information about themselves. They can post text, photos and multimedia which are shared with any ...
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Quiet Period
In United States securities law, a quiet period is a period of time in which companies refrain from communicating with investors to avoid unfairly disclosing material, non-public information to certain investors when the company has not yet publicly communicated this information. When a company is raising capital from the public, the quiet period has "historically eant a quiet period of time extended from the time a company files a registration statement with the SEC until SEC staff declared the registration statement effective. During that period, the federal securities laws limited what information a company and related parties can release to the public." This is also called the cooling-off period or waiting period. Under the rules of the Securities Act of 1933, as modified June 29, 2005, electronic communications, including electronic road shows and information located on or hyperlinked to an issuer's website are also governed. The rules changes of June 29, 2005, also included ...
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Securities Act Of 1933
The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and after the stock market crash of 1929. It is an integral part of United States securities regulation. It is legislated pursuant to the Interstate Commerce Clause of the Constitution. It requires every offer or sale of securities that uses the means and instrumentalities of interstate commerce to be registered with the SEC pursuant to the 1933 Act, unless an exemption from registration exists under the law. The term "means and instrumentalities of interstate commerce" is extremely broad and it is virtually impossible to avoid the operation of the statute by attempting to offer or sell a security without using an "instrumentality" of interstate commerce. Any use of a telephone, for example, or the mails would probably be enough to subject the t ...
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Registration Statement
In the United States, a registration statement is a set of documents, including a prospectus, which a company must file with the U.S. Securities and Exchange Commission before it proceeds with a public offering. See also *Securities Act of 1933 *Form S-3 Form S-3 is the most simplified securities registration form used by the U.S. Securities and Exchange Commission. It may only be used by companies that have been required to report under the Securities Exchange Act of 1934 for a minimum of twelve m ... References {{Reflist U.S. Securities and Exchange Commission ...
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Articles Of Incorporation
Article often refers to: * Article (grammar), a grammatical element used to indicate definiteness or indefiniteness * Article (publishing), a piece of nonfictional prose that is an independent part of a publication Article may also refer to: Government and law * Article (European Union), articles of treaties of the European Union * Articles of association, the regulations governing a company, used in India, the UK and other countries * Articles of clerkship, the contract accepted to become an articled clerk * Articles of Confederation, the predecessor to the current United States Constitution *Article of Impeachment, a formal document and charge used for impeachment in the United States * Articles of incorporation, for corporations, U.S. equivalent of articles of association * Articles of organization, for limited liability organizations, a U.S. equivalent of articles of association Other uses * Article, an HTML element, delimited by the tags and * Article of clothing, an ite ...
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Balance Sheet
In financial accounting, a balance sheet (also known as statement of financial position or statement of financial condition) is a summary of the financial balances of an individual or organization, whether it be a sole proprietorship, a business partnership, a corporation, private limited company or other organization such as government or not-for-profit entity. Assets, liabilities and ownership equity are listed as of a specific date, such as the end of its financial year. A balance sheet is often described as a "snapshot of a company's financial condition". Of the four basic financial statements, the balance sheet is the only statement which applies to a single point in time of a business's calendar year. A standard company balance sheet has two sides: assets on the left, and financing on the right–which itself has two parts; liabilities and ownership equity. The main categories of assets are usually listed first, and typically in order of liquidity. Assets are followed by ...
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Securities
A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than equities and Fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., equity warrants. Securities may be represented by a certificate or, more typically, they may be "non-certificated", that is in electronic ( dematerialized) or "book entry only" form. Certificates may be ''bearer'', meaning they entitle the holder to rights under the security merely by holding the security, or ''registered'', meaning they entitle the holder to rights only if they appear on a secur ...
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Underwriter
Underwriting (UW) services are provided by some large financial institutions, such as banks, insurance companies and investment houses, whereby they guarantee payment in case of damage or financial loss and accept the financial risk for liability arising from such guarantee. An underwriting arrangement may be created in a number of situations including insurance, issues of security in a public offering, and bank lending, among others. The person or institution that agrees to sell a minimum number of securities of the company for commission is called the underwriter. History The term "underwriting" derives from the Lloyd's of London insurance market. Financial backers (or risk takers), who would accept some of the risk on a given venture (historically a sea voyage with associated risks of shipwreck) in exchange for a insurance premium, premium, would literally write their names under the risk information that was written on a Lloyd's slip created for this purpose. Securities un ...
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Securities And Exchange Commission
The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against market manipulation. In addition to the Securities Exchange Act of 1934, which created it, the SEC enforces the Securities Act of 1933, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Sarbanes–Oxley Act of 2002, and other statutes. The SEC was created by Section 4 of the Securities Exchange Act of 1934 (now codified as and commonly referred to as the Exchange Act or the 1934 Act). Overview The SEC has a three-part mission: to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. To achieve its mandate, the SEC enforces the statutory requirement that public companies and other regulated companies submit quarterly and annual re ...
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