Check a Form S-3 registration against the registrant and transaction tests
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- The tool lists the facts relevant to organization and principal business, Exchange Act registration or reporting, the twelve-calendar-month filing history, timely reports, and any dividend, sinking-fund, borrowed-money, or long-term-lease default since the last certified financial statements. It lists which paragraph (b) transaction the lawyer is testing. It does not decide that Form S-3 is available and it does not write prospectus text.
- What the lawyer must review
- 17 CFR § 239.13 and 17 CFR § 230.411. Section 239.13 says a registrant that meets paragraph (a) may use Form S-3 for a transaction specified in paragraph (b), if the requirement applicable to that transaction is met. Paragraph (a) requires, among other conditions, that the registrant be organized under the laws of the United States or any State or Territory or the District of Columbia and have its principal business operations in the United States or its territories; that it have a class registered under section 12(b) or a class of equity securities registered under section 12(g), or be required to file reports under section 15(d); that it have been subject to section 12 or 15(d) and have filed all the material required under sections 13, 14, or 15(d) for at least twelve calendar months; that it have filed in a timely manner the reports required during the twelve calendar months and any portion of a month immediately preceding the filing, other than a report required solely under stated Form 8-K items; and that neither the registrant nor its subsidiaries have, since the end of the last fiscal year for which certified financial statements were included, failed to pay a dividend or sinking-fund installment on preferred stock or defaulted in a way that is material on indebtedness for borrowed money or on a rental on one or more long-term leases. A foreign issuer other than a foreign government that meets the other registrant conditions is deemed to meet them if it files the same Exchange Act reports as a domestic registrant. Paragraph (b) includes primary and secondary offerings for cash where the aggregate market value of the voting and non-voting common equity held by non-affiliates is $75 million or more; primary offerings of non-convertible securities other than common equity on the tests in paragraph (b)(2); specified secondary offerings; and the rights, dividend or interest reinvestment, and conversion, warrant, and option transactions in paragraph (b)(4). Paragraphs (c) and (d) are further checks where the registrant is a majority-owned subsidiary or a well-known seasoned issuer. Rule 411(a) provides that, except as that section, Item 1100(c) of Regulation AB, or the appropriate form provides, information must not be incorporated by reference into the prospectus. The lawyer decides whether Form S-3 is available.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Limit any support to organising, indexing or comparing the source material. The tool writes nothing that goes into the document. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Obtain and inspect the relevant current official register or search result. Confirm identities, interests and the date and scope of the search.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.