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GOING PUBLIC AND
THE PUBLIC CORPORATION
By Harold S. Bloomenthal
Copyright
2001-2005 ©
The materials on this site are original
materials prepared by the author for Going Public and the Public
Corporation Class
[Instructors -- Donald Salcito and H.S. Bloomenthal] at the University of Denver
Sturm College of Law for the semester commencing
August 15, 2005. All rights to the materials
except as otherwise indicated are reserved by the author and can be
reproduced, copied, printed,
or downloaded only with the written consent of Mr. Bloomenthal
(bloomeh@msn.com).
PART
1---REGISTRATION-DISTRIBUTION-PRE-FILING PERIOD HYPOTHETICAL 1--FACTS/QUESTIONS
PART 2---CORPORATE GOVERNANCE AND SOX HYPOTHETICAL 2--QUESTIONS
PART 3---LISTING DECISION HYPOTHETICAL 3--QUESTIONS
PART 4---REGISTRATION-DISTRIBUTION-WAITING
PERIOD HYPOTHETICAL
4--FACTS/QUESTION
PART 4A Pt. I.--The
Waiting Period — Impact of SOR. HYPOTHETICALS
4A-Pt. I-QUESTIONS
PART 4A Pt. II.--The
Waiting Period — Impact of SOR HYPOTHETICALS
4A-Pt. II-QUESTIONS
PART 5---PRELIMINARY
PROSPECTUS DISTRIBUTION;
AMENDMENTS AND REQUESTS FOR ACCELERATION
HYPOTHETICAL 5--QUESTIONS
PART 6---FREE WRITING
PROSPECTUS AND THE MEDIA/ARCHIVED
WEB MATERIALS HYPOTHETICAL 6--FACTS/QUESTIONS
PART 7---ROADSHOWS --CONVENTIONAL
AND ELECTRONIC HYPOTHETICAL
7 QUESTIONS
PART 8---PRICING-POST-EFFECTIVE
PERIOD HYPOTHETICAL
8--QUESTIONS
PART 9-THE UNDERWRITING
SYNDICATE HYPOTHETICAL
9--QUESTIONS
PART 10-REGISTRATION
STATEMENT—DRAFTING_1 HYPOTHETICAL 10--QUESTIONS
PART 11-REGISTRATION
STATEMENT DRAFTING_2 HYPOTHETICAL 11--QUESTIONS
PART 12-INTEGRATING '34 ACT REPORTS
AND '33 ACT
REGISTRATION HYPOTHETICAL 12--FACTS/QUESTIONS
PART 13--Shelf Offerings and Automatic Shelf
Offerings HYPOTHETICAL 13--FACTS/QUESTIONS
PART 14-SMALL COMPANY
REGISTERED OFFERINGS HYPOTHETICAL 14--QUESTIONS
PART 15-EXEMPT OFFERINGS HYPOTHETICAL 15--QUESTIONS
PART 16a--ON LINE OFFERINGS
AND RULE 134 HYPOTHETICAL 16A--QUESTIONS
PART 16-SECURITIES OFFERING REFORM TABLE
of Key Concepts
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