Form 10 Drafting


Summary

In order to register a class of equity securities under Section 12 (15 USCS § 78l) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a company must file either a long form registration statement on Form 10 or a short form registration statement on Form 8-A. Form 10 is the default form used to register a class of securities under Sections 12(b) or 12(g) if no other form is available. In practice Form 10 is rarely used because Form 8-A is typically available for all issuers already required to file reports under Section 13 (15 USCS § 78m) or 15(d) (15 USCS § 78o) of the Exchange Act. Form 8-A is materially less burdensome that Form 10, which has most of the characteristics and disclosure requirements of a full-blown registration statement, including company disclosure, risk factors and financial statements, among other items. Counsel is required to prepare nearly all the same information for a Form 10 as would have been required for a registration statement on ...