Yes, CIM prep is always fun… until you find out you have to re-do the whole thing, and then re-do it again when someone else gets pissed off. And then you realize it doesn’t matter since no one reads it anyway. In a securities offering in the United States, a prospectus is required to be filed with the Securities and Exchange Commission (SEC) as part of a registration statement. The issuer may not use the prospectus to finalize sales until the registration statement has been declared effective by the SEC, meaning it appears to comply on its face with the various rules governing disclosure unless the sale of securities is exempt from registration. The prospectus must be approved by the competent authority in the United Kingdom, which is currently the Financial Conduct Authority (FCA) in its capacity as the United Kingdom Listing Authority. If the purpose of the prospectus is to induce people to engage in an investment activity, it will also need to be issued or approved by an 'authorised person' or it will constitute an unlawful financial promotion under section 21 of the Financial Services and Markets Act 2000. Publication of information in relation to the issue of securities in the United Kingdom is governed by the Prospectus Rules, which implement the European law Prospectus Directive. A prospectus must be published where certain types of securities either are offered to the public or are requested for admission on a regulated market. Call 424-316-2000 or email us to schedule a consultation with one of our attorneys to discuss the costs, timeline and regulatory considerations involved in a private placement or fund formation. Across the table from you is someone who is also dressed nicely. And in front of them, placed squarely on their plate, is a crisp, professional document.