public offering
An offering made to the general public.
A company’s first public sale of stock; the first offering of an issuer’s equity securities to the public through a registration statement. — Abbr. IPO. [Cases: Securities Regulation 11.11. C.J.S. Securities Regulation §§ 37–38.]
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A public offering of securities registered with the SEC and with appropriate state securities commissions. — Also termed registered public offering. [Cases: Securities Regulation 11.10–11.50. C.J.S. Securities Regulation §§ 8, 35–49, 63, 69–72.]
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A public offering of securities that remain unsold because there is insufficient demand at the offered price.
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private offering 私募;不公开发行;不公开发售 发行的股票或债券直接向一小群个人、投资机构等发售而非公开发售。又作private placement。 (→direct placement; offering; public offering)
Underwriting in which the underwriter agrees, for a fee, to buy from the issuer any unsold shares remaining after the public offering. — Also termed strict underwriting.
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all-holders rule. Securities. 1. An SEC rule that prohibits a public offering by the issuer of shares to some, but not all, of the holders of a class of shares. 2. An SEC rule requiring a tender offeror to make its offer to all the target company’s shareholders. [Cases: Securities Regulation 52.30–52.50. C.J.S. Securities Regulation
standby commitment. An arrangement between an underwriter and an issuer of securities whereby the underwriter agrees, for a fee, to buy any unsold shares remaining after the public offering. — Also termed standby underwriting agreement.
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price memorandum. Securities. A document created by an underwriter to explain how securities are priced for a public offering and, typically, to show estimates and appraisals that are not allowed as part of the offering documents.