I have spent the last two weeks working on a prospectus for a company that is backing into a public shell as a means to get a public listing and additional capital. This is not my usual type of client assignment, but they needed some extra hands to meet a tight time line and a friend asked me to help. The amount of work involved in preparing a prospectus is gargantuan and explains why I have not been blogging much.
I have written a few prospectus over the years and one of the biggest challenges is catching up on the latest requirements from the SEC and the changes since you last wrote a prospectus. When I started thinking about what to propose for the MD&A, the Management Discussion and Analysis, which deals with explaining the financial statements and the business segments, I Googled for some guidance. Fortunately I found a great set of disclosure guidelines. Unfortunately, the guidelines were 200 pages. Ugh!
This got me thinking about why nobody had built a wiki to write selected, key sections of an S-1,10-K or 10-Q such as the MD&A. Years ago I was given a copy of Sumitomo Corporation's (very, very large Japanese international trading company) contract book. This book contained four drafting alternatives for every conceivable part of an international contract, with a rating from acceptable to "super strong" for each alternative for each section. Book was about 300 pages and one of the best guides I have seen for how to draft a contract.
Seems to me that if Sumitomo could put together a book on how to draft contracts for everything from oil trading to technology licensing, somebody should be able to build a wiki to help draft the MD&A and certain other sections of SEC filings. I would be happy to discuss with interested parties.
Note: to all the lawyers who refer work to me I can only say that perhaps you would like to join this project