Don't Just Read it – Explore It
Shareholder activism occurs when investors use ownership, proposals, voting, engagement, or public campaigns to press for change. This explainer covers Schedule 13D, proxy contests, board nominations, capital allocation, settlements, collective action, disclosure, costs, and long-term debate.
A dual-class structure creates multiple classes of common stock with different voting rights. This explainer covers founder control, public float, economic versus voting ownership, conversion, sunset provisions, governance concerns, index and exchange rules, and investor review.
Authorized, issued, outstanding, and treasury shares describe different parts of a company’s equity structure. This explainer covers charter limits, board issuance, shareholder approval, repurchases, equity awards, per-share calculations, dilution capacity, and why each count answers a different question.
A rights offering distributes subscription rights to existing shareholders to purchase newly issued shares on stated terms. This explainer covers record dates, subscription prices, transferable rights, oversubscription, backstops, dilution, expiration, taxes, and the decision to participate or sell.
A shelf registration statement prepares eligible securities for sale over time rather than in one immediate offering. This explainer covers Form S-3, Rule 415, base prospectuses, prospectus supplements, automatic shelves, takedowns, incorporation by reference, market timing, and investor review.
Securities underwriting connects an issuer with investors in a public offering. This explainer covers due diligence, bookbuilding, pricing, firm commitment versus best efforts, underwriting discounts, syndicates, allocations, stabilization, conflicts, and the difference between gross and net proceeds.
An overallotment option, often called a greenshoe, lets underwriters purchase additional securities at the offering terms to cover an over-allocation. This explainer covers short positions, stabilization, option exercise, extra proceeds, disclosure, expiration, and why the mechanism cannot guarantee price support.
An IPO lock-up is a contractual restriction that temporarily limits sales by insiders and major pre-IPO holders. This explainer covers underwriter agreements, covered securities, waivers, typical terms, prospectus disclosure, supply effects, expiration, Rule 144, and investor interpretation.
A secondary offering brings shares of an already public company to market after its IPO. This explainer covers newly issued shares, selling-holder transactions, dilution, underwriting, pricing discounts, shelf takedowns, lockups, proceeds, and investor review.
A direct listing makes a company’s shares available for exchange trading through a process that differs from a traditional underwritten IPO. This explainer covers registration, reference prices, opening auctions, existing-holder liquidity, primary capital options, price discovery, advisory roles, and risk.
A special purpose acquisition company raises money in an IPO before identifying an operating business to acquire. This explainer covers sponsors, trusts, warrants, redemptions, de-SPAC transactions, shareholder votes, financing, dilution, conflicts, deadlines, and public-company readiness.
A private placement raises capital from selected investors without a registered public offering. This explainer covers exemptions, accredited investors, disclosure, restricted securities, resale limits, placement agents, valuation, dilution, information rights, and due diligence.
