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GLOSSARY

Conversion rights definition

Published by a LexisNexis Corporate expert

What does Conversion rights mean?

Rights by which preferred stock 'converts' into common stock. Usually, one has this right at any time after making an investment. Companies may want rights to force a conversion upon an ipo; upon hitting of certain sales or earnings' targets, or upon a majority or super-majority vote of the preferred stock. Conversion rights may carry with them anti-dilution protections.

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Offering memorandum drafting for a Rule 144A/Regulation S securities offering

Offering memorandum drafting for a Rule 144A/Regulation S securities offering What does this Practice Note cover? This Practice Note discusses offering memorandum (OM) drafting for an offering relying on Rule 144A (17 CFR § 230.144A) and Regulation S under the Securities Act of 1933, as amended (the Securities Act), including an overview of the typical drafting process, disclosure requirements, and sections typically included in an OM. The offering document for a Rule 144A/Regulation S offering is usually referred to as an ‘offering memorandum’ or ‘offering circular’ (as opposed to a ‘prospectus’, which is the term used for the offering document for a registered offering). Like other offering documents, a Rule 144A/Regulation S OM serves two primary functions. First, it is a disclosure document prepared to comply with any disclosure requirements under applicable securities laws and to reduce the risk to offering participants of potential liability under those laws. Second, it is often the principal marketing document for the offering. Drafting process The drafting process for a Rule 144A/Regulation S...

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