posted by Kaimipono D. Wenger
A few years as a securities litigator has taught me that you can’t go public without a registration statement.(1) So, without further ado, here is a registration statement for Concurring Opinions.(2)
Name of Entity: Concurring Opinions.
Directors, Officers, CEO, etc., etc.: Dan Solove, Kaimi Wenger, and others to be added.
A number of factors, some of them beyond our control, could cause this offering to fail. Among these risks are:
-Dan and Kaimi might decide that they hate each other.
-Our readers might wise up to the fact that blogging is silly.
-The auditors might discover some of our off-balance-sheet liabilities (code-named Han Solo and Princess Leia).
-The U.S. Attorney might decide to indict the rest of the Big
Five Four Three Two One Zero, leaving us with nobody left to audit our financials.
-The market might react poorly to our use of “Kazakhstani GAAP” to present our results. (“Ebitda is a holistic concept, based on dreams and premonitions.”)
-Our foreign subsidiaries might be negatively affected by currency fluctuations.
-An asteroid might stike the earth, obliterating all life.
But hey, what’s life without a little risk?
Management’s Discussion and Analysis.
-As you can see, our second quarter earnings were double our first quarter earnings.
-We expect to achieve great synergies through this
merger spinoff recapitalization.
-We have a proven track record of blogging.
-Dan S. has recently invented a perpetual motion machine.
-We will put a chicken in every pot!
Note: These are all “forward looking statements.” That means that no one with any good sense should really pay any attention to them.
Use of Proceeds: That’s really none of your business, thank you very much. Suffice it to say that frequent trips to luxury resorts are not out of the question.
(1) Is a blog subject to the 33 Act registration requirements at all? Let’s just be cautious here. Remember that a few years ago the Ninth Circuit, in In Re Provolone Partners, held that a ham sandwich is a security for 33 Act purposes. (“SEC v. Howey held that interests in an orange grove were securities for 33 Act purposes. Ham sandwiches are often consumed with orange juice. Therefore, we hold that a ham sandwich is a security as defined in the 33 Act.”)
(2) I know, you’re thinking “why register this at all — what about Reg D?” Unfortunately, we intend to make far more than a paltry $1 million from this blog, so we can’t use Rule 504. And some of our readers (cough, Gordon Smith, cough) are sufficiently unfamiliar with the securities markets that we couldn’t in all honesty call them accredited for Rule 506 purposes.