Facilitator Guide

Due Diligence for Securities Offerings

Facilitator Guide

Due Diligence for Securities Offerings

Topic: Securities Offerings
Duration: 1 hr
Format: Remote or in person

What’s covered

The purpose and scope of due diligence in a securities offering
The roles of issuers, underwriters counsel, and independent accounts
Diligence for different types of securities and offerings—equity vs. debt securities, convertible debt securities, follow-on offerings, and shelf takedowns
The due diligence process

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/trainings/due-diligence-for-securities-offerings/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

Course

Due Diligence for Securities Offerings

An introduction to the due diligence process in a securities offering, including what due diligence is and why it matters, the scope of diligence based on the type of offering and how diligence reviews relate to Sections 11 and 12 of the 1933 Act.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What’s the importance of a diligence review for the underwriter of a securities offering?
What’s the “due diligence defense” and what parties does it apply to?
What kinds of diligence reviews are typically conducted for all kinds of securities offerings?
What are some specific issues lawyers should consider when conducting a diligence review for an equity offering? What about a debt offering?
What’s the typical process for starting a diligence review for a securities offering?
What are “bring-down” due diligence calls and when do they occur?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
General practice tips (dos and don’ts)
Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Securities Offerings topic.

About Hotshot

Hotshot helps lawyers develop their legal, business, and technology skills through short videos, quizzes, and summaries, and we help law firms and law schools plan and deliver engaging training programs. Our customers include Am Law 200 firms, top law schools, and regional and international firms.