Registered Offerings: Applicable Laws, Rules, and Regulations


This practice note provides an overview of the laws, rules, and regulations applicable to securities offerings registered under the Securities Act of 1933, as amended (Securities Act). It discusses: the primary provisions of the Securities Act and rules of the Securities and Exchange Commission (SEC) relating to registered offerings, including disclosure requirements for registration statements and rules governing communications with investors and other conduct of participants in the offering; federal securities laws regarding liability for misstatements or omissions in the registration statement or prospectus; other applicable rules and regulations, including Regulation FD, Regulation M, and rules relating to non-GAAP financial measures; other governing statutes and rules, including the Trust Indenture Act of 1939, stock exchange rules, Financial Industry Regulatory Authority, Inc. (FINRA) provisions, and state securities (blue sky) laws; and guidance from the SEC on issues.