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1. Why did the Google interview with Playboy create
problems for it pre SOR and what did it have to do in order to rectify
the problem. See
Prospectus. (Search for Playboy)
2.Recall from the hypothetical relating to Part 1 that AnimateEase hired Easy & Associates (E&A), a public relations firm that E&A has arranged interviews for Abbot, CEO with the Business Editor of the Denver Post to discuss the company's plans for the future. Assume that the initial interview is arranged to take place after the company has executed a letter of intent with Silicon Securities to underwrite the offering and before a registration statement has been filed and is expected to be publishes shortly after the interview. What do you advise AnimateEase. 3. Same facts as 2 except the events occur after the filing of the registration statement has been filed and before the registration statement is effective. Can Abbot give an interview with the understanding that it will be published? 4. Does whatever is published in the Denver Post as a result of the interview have to include the usual 433 legend? 5. Does the Denver Post have any responsibility for complying with Rule 433? 6. Does the interview as published have to be filed as a free writing prospectus? When? By Whom? With or without the legend? 7. AnimateEase for apparent reasons is a non-reporting company. What about the usual requirement that a free writing prospectus of a non-reporting company be accompanied or preceded by a free writing prospectus? 8. If you are advising AnimateEase, would you suggest that the interview be transcribed? Why or Why not? 9. What are AnimateEase's alternatives if the newspaper account of the interview includes information that is inconsistent with the information furnished in the interview? 10. Assume after AnimateEase files the registration statement, the head of the Silicon Securities investment banking group is interviewed by Red Herring magazine concerning the forthcoming AnimateEase offering? Does Silicon Valley have an obligation to file the interview as a free writing prospectus? Why? 11. What would be different, if at all, if the interview took place on cable television.? 12. Assume that instead of the interview being with the Denver Post it is with the Eastword weekly that has a tacit understanding that AnimateEase will adverstise its software in Eastword for at least three months at Eastword's regular rates for such advertisements? How if at, would this change your answers to the foregoing questions? 13. Recall the Red Herring Press Release and other press releases that Abbot in the hypothetical relating to Part 1 wanted to keep on its website. What advice do you give in this regard. 14. Assume that the Denver Post on the basis of the information in the registration statement, information included a number of the free writing prospectuses, and what its reporters know generally about the company and the background of the officers and directors, during the waiting period writes a glowing article about AnimateEase going public. Does AnimateEase have to comply with the provisions of Rule 433(f). What do you advise the company and its officers, if the reporter preparing the article calls them and requests information about the company and/or their background? |