Facilitator Guide

Gun Jumping

Facilitator Guide

Gun Jumping

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

What’s covered

Scope and application of gun-jumping rules during pre-filing, waiting, and post-effective periods of an IPO
Safe harbors
Effects of violations

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/gun-jumping/attendee

Prepare Yourself

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

Course

Gun Jumping

An overview of the gun-jumping rules and safe harbors relating to communications during a registered offering. Includes a discussion on permitted communications during the pre-filing, waiting and post-effective periods.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What kinds of offerings are subject to the SEC’s gun-jumping rules?
In an IPO, what types of communications are barred during the pre-filing period?
What are the main safe harbors for communications during the pre-filing period?
What affect did the JOBS Act have on the rules for emerging growth companies?
When does the waiting period begin, and how do the gun-jumping rules change at that point?
How do the rules apply once the SEC declares a registration statement effective?
What are the potential effects of violations of the gun-jumping rules?

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.