Check a pro rata rights offering for Form S-3 eligibility
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- The tool lists whether the rights are outstanding and were granted on a pro rata basis to all existing holders of the class, whether the Rule 14a-3(b) information was sent to all record holders of the rights within the twelve calendar months before filing, and whether Items 401, 402, and 403 of Regulation S-K were provided in that same period to holders of rights exercisable for common stock. It lists the ten-calendar-day notice to the Exchange before the rights record date. It does not build a timetable of offer days and it does not decide that Form S-3 is available.
- What the lawyer must review
- 17 CFR § 239.13(b)(4) and the NYSE 2026 Annual Guidance Letter. Section 239.13(b)(4)(i)(A) permits Form S-3 for securities offered upon the exercise of outstanding rights granted by the issuer, if the rights are granted on a pro rata basis to all existing security holders of the class of securities to which the rights attach. The issuer must have sent, within the twelve calendar months immediately before the registration statement is filed, material containing the information required by Rule 14a-3(b) to all record holders of the rights, and must have provided, within those twelve calendar months, the information required by Items 401, 402, and 403 of Regulation S-K to holders of rights exercisable for common stock. Paragraph (e) is a separate path for a foreign private issuer that meets the eligibility requirements in paragraphs (a)(2) and (a)(3), and it says that in complying with Item 12 the registrant shall incorporate its latest Form 20-F. The letter requires notice to the Exchange at least ten calendar days in advance of all record dates, board approval of the record date before it is submitted, and a further ten-calendar-day notice if the date changes. A press release or SEC filing is not notice to the Exchange. The letter lists securities offerings among examples of material news. The lawyer decides whether Form S-3 is available and writes any prospectus.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Consider narrowly defined preparation support after confirming the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- 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.
- 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.