An Updated Look at the World of Offers -

It all seems simple enough. The concept of “offer” is broad under the securities laws, so companies and underwriters need to be careful about any publicity in connection with a securities transaction. But in practice, the puzzling questions come thick and fast. Can the company issue a press release about its latest product? Can the CEO speak at the upcoming industry conference? Can the CEO be interviewed on CNBC the day after the IPO? And if publicity is so tightly controlled, why is it fine to hold a road show?

Sorting out these issues can be challenging, especially in real time. And you have to be sure of yourself, because you will need a compelling reason to nix a hard-charging CEO’s upcoming “Mad Money” appearance. This updated Client Alert provides a comprehensive summary of the law and lore relating to offers in securities transactions and a guide to maneuvering safely through the maze of available safe harbors and industry customs. This update to our 2011 publication reflects the changes made in 2012 by Titles I and II of the Jumpstart Our Business Startups (JOBS) Act of 2012. We also include a variety of FAQs to help you answer questions that often come up in practice.