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Simple English definitions for legal terms
red-herring prospectus
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A quick definition of red-herring prospectus:
A prospectus is a document that tells people about a company and its business. It is given to people who might want to buy stock in the company. The Securities and Exchange Commission (SEC) requires companies to provide a prospectus before selling stock. A red-herring prospectus is a preliminary prospectus that has not been approved by the SEC yet. It has a notice in red letters that says the information is not complete or final. This type of prospectus cannot be used to sell securities until it is approved by the SEC.A more thorough explanation:
A red-herring prospectus is a type of preliminary prospectus that a company files with the Securities and Exchange Commission (SEC) before offering its securities for sale. It is called a "red herring" because it contains a disclaimer in red ink stating that the information in the document is not complete or final.
The red-herring prospectus is used to gauge investor interest in the securities offering and to provide potential investors with information about the company and the securities being offered. It is also used to comply with SEC regulations that require companies to provide a prospectus before offering to sell stock in the corporation.
For example, if a company wants to go public and offer its shares for sale to the public, it must file a registration statement with the SEC. As part of the registration process, the company must also file a red-herring prospectus that contains information about the company, its business, and the securities being offered.
The red-herring prospectus is not a final prospectus and does not contain the final offering price or the number of shares being offered. Once the SEC approves the registration statement, the company can then file a final prospectus that contains all the necessary information about the securities offering.