Counsel for the second raise and beyond, covering shelf takedowns, marketed and overnight deals, block trades, and the dilution and disclosure work a listed company owes its market when it returns to it.
A follow-on is executed between one close and the next open, and made possible months before. A listed issuer with twelve months of timely filings and a $75 million public float keeps a Form S-3 shelf on file, and a takedown needs no new SEC review: the deal launches after the close, prices overnight, and the supplement is filed under Rule 424(b) within two business days. A secondary adds a wrinkle: a well-known seasoned issuer may name selling shareholders in the supplement; anyone else must have identified the holders, or the transaction that gave them their shares, when the shelf was filed.
Speed changes nothing about liability. The supplement is part of the registration statement for Section 11 purposes, so the underwriters bring their diligence down in the same window, and the auditors' comfort letter gives negative assurance only on a period ended within 135 days, which decides whether a deal can price before the next quarter's numbers are out.
We put the shelf up in calm weather, keep registration-rights mechanics and board authorizations current, and act for the issuer or the selling holders, never both in one deal.
Putting the right shelf registration statement in place and executing takedowns off it, with the eligibility analysis, the base-prospectus and prospectus-supplement drafting, and the structuring that lets a company sell in tranches as the market allows.
Marketed follow-ons and overnight or bought deals where an underwriter commits to the shares, with the underwriting agreement, the timeline, and the disclosure confirmation that let a deal price after the close and settle before it reopens.
Block trades and secondary offerings for founders, sponsors, family offices, and other large holders taking liquidity, covering sale structuring, registration coverage, and coordination with the issuer whose stock is being sold.
Working through the dilution math, the size and pricing of a raise, and the use-of-proceeds disclosure, so the effect on the cap table and the rationale for the offering are presented clearly to the market and the board.
Prospectus-supplement and material-information review before a deal prices, testing what the market already knows, what must be said, and what cannot be, so the offering document holds up under scrutiny after the fact.
The contractual machinery between issuer, holders, and underwriters, from registration-rights mechanics and lock-up terms to indemnification and the allocation of underwriting economics, which together decide how a follow-on is papered.
An affiliate selling under Rule 144 is capped every three months at the greater of one percent of the class and four weeks' average weekly volume. A registered secondary removes the cap, which is the point of the demand right in a registration-rights agreement. The issuer pays the expenses; the holder pays the discount.
Regulation M bars the issuer and selling holders from bidding for or buying the stock through a restricted period that begins one or five business days before pricing, depending on float and volume, and the actively-traded exemption that frees the underwriters does not free the issuer. A repurchase program is suspended before launch, not after.
A shelf expires three years after it took effect; a replacement filed before that date keeps the old one usable for up to 180 days, unsold securities and fees carried across. The other staleness is scope: a base prospectus that never registered the security you want to sell means a post-effective amendment, not a supplement.
Nasdaq and the NYSE require a shareholder vote before an issuer sells twenty percent or more of its common stock below market, unless the sale is a public offering. A broadly marketed, firm-commitment follow-on qualifies; a registered direct to a handful of funds does not. Settle the governance math before the banker calls.
An overnight deal cannot price while the issuer holds material non-public information; the usual culprit is the quarter under way. Either wait, or publish preliminary results in an 8-K before launch. A term sheet sent to investors is a free writing prospectus, filed under Rule 433 the day it is first used.
In a registration-rights agreement the selling holder indemnifies only for the information it supplied about itself, capped at its net proceeds; the issuer indemnifies for the rest of the prospectus. Underwriter cutbacks fall on piggyback holders first, and the issuer pays the expenses. Those terms were set at the Series A, not at the deal.
Long before any banker calls, the shelf goes up and stays current, with eligibility confirmed, a base prospectus broad enough for every route, and board authorizations and registration-rights mechanics settled while nothing is at stake.
A window opens and the structure is chosen in hours: marketed follow-on, overnight bought deal, or a block. The choice between primary, secondary, or both decides who signs the underwriting agreement and where the proceeds go.
Between the close and the open, disclosure is confirmed, from the dilution math and use of proceeds to what the market already knows and what must be said now, while the underwriting agreement, prospectus supplement, and lock-ups are papered against the clock.
The deal launches after the close and prices before it reopens, and comfort letters and opinions land at closing. Then the record has to hold, drafted for the SEC staff and the plaintiff's lawyer who will read it later.
The market gives you a window, and the paperwork decides if you fit through it.
In a follow-on (or primary follow-on) offering the issuer sells newly created shares and keeps the proceeds, which dilutes existing holders. In a secondary offering, existing shareholders such as founders, funds, or other large holders sell shares they already own, and the proceeds go to those holders. Many deals combine both, with the company raising new capital while an investor takes some liquidity in the same transaction. Which one it is changes who gets the money, who signs the underwriting agreement, and how dilution and disclosure are handled.
A shelf registration statement lets an eligible issuer register securities once and then sell them in tranches, called takedowns, over time as the market allows. A takedown off an effective shelf can move quickly because the registration work is already done. We help issuers put the right shelf in place, confirm eligibility, and structure each takedown as a marketed deal, an overnight bought deal, or an at-the-market program, so the company can act on a window when it opens.
Quickly. Some deals price after the market closes and are announced before it reopens. In a bought deal an underwriter commits to purchase the shares and resell them, which transfers pricing risk off the issuer but compresses the timeline. The speed only works if the groundwork is ready: an effective shelf, current disclosure, board and any required approvals, and a deal team that can paper the underwriting agreement and confirm the disclosure overnight. We keep that scaffolding in place so a company is in a position to move when its banker calls.
Less of the dilution disclosure is mandatory than issuers expect, and more of the governance is. A seasoned issuer's prospectus supplement needs no dilution table; Item 506 of Regulation S-K reaches offerings where insiders' cost basis differs sharply from the public price, which is an IPO problem. What the supplement must carry is the use of proceeds, a capitalization table adjusted for the deal, and any risk factor the offering itself creates, each of which is part of the registration statement for Section 11 purposes the moment it is filed. The line that bites is the exchange rule: a sale that is not a public offering of twenty percent or more of the class below the market price needs a shareholder vote, so the plan of distribution is chosen with that threshold in view. Before pricing, the issuer confirms it holds no material non-public information, and if the quarter in progress is the problem it discloses preliminary results on Form 8-K or waits.
Yes. We act for issuers running a primary raise and for selling shareholders, including founders, private-equity and venture sponsors, family offices, and other large holders, taking liquidity in a secondary or a block trade. The two sides have different interests in lock-ups, registration rights, indemnity, and the allocation of underwriting economics, and we are clear from the outset about which side of the table we sit on and what that side needs from the deal.
Twelve months after the IPO, when Form S-3 first becomes available and the IPO lock-up is long gone. The universal shelf goes up after the 10-K is filed, the board delegates pricing to a committee within stated limits, and the registration-rights agreement is read for its notice periods, because a piggyback holder usually has five to ten business days to elect in and an overnight deal does not have five days. A selling holder's own preparation is a Rule 144 analysis and, where it is an affiliate, a decision on whether to sell inside the registration or alongside it. Counsel who already knows the capitalization table and the comfort-letter cutoff can paper the rest in a night; counsel meeting the company on launch day cannot.
The first trip to the public market, with the registration, underwriting, and listing that precede every follow-on a company runs afterward.
Explore →Continuous at-the-market sales and the shelf programs behind them, selling into the float incrementally rather than in a single marketed deal.
Explore →Private investment in public equity and registered direct deals, raising from a defined investor group without a fully marketed public offering.
Explore →Convertible notes and equity-linked instruments, capital that sits between a company's equity and its debt, with its own conversion and dilution mechanics.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
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