Registration
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.
Risk Factors:
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.
Notes:
(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.
October 5, 2005 at 1:02 pm
Posted in: Uncategorized
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Responses (11)
Michael Froomkin - October 5, 2005 at 2:42 pm
Fun! But please fix the link to your RSS feed at the top of the page.
PS. Why does risk factors leave out ‘coding errors’?
The Volokh Conspiracy - October 5, 2005 at 2:44 pm
Concurring Opinions:
My friend and colleague Daniel Solove has broken off of PrawfsBlawg and has started a new group blog, Concurring OpinionsMy friend and colleague Daniel Solove has broken off of PrawfsBlawg and has started a new group blog, Concurring Opinions
Discourse.net - October 5, 2005 at 2:48 pm
‘Concurring Opinions’ Blog Issues a ‘Registration Statement’
Concurring Opinions, a new blog which so far sports lawprofs Daniel Solove and Kaimi Wenger (strange bedfellows? could be interesting…) has announced itself to the world by publishing a Registration Statement, modeled, rather loosely, on the the ones…
Kate Rears - October 5, 2005 at 2:58 pm
…because the authors aren’t responsible for most coding errors. I am. (Hi, and thanks for noting the error. Let me know if you notice any more! I’m well aware of some already, but watchful eyes will do us some good here.)
PrawfsBlawg - October 5, 2005 at 3:13 pm
Concurring
This is just a quick note to mention that I will be concurring with Dan on his new blog, Concurring Opinions. (CO? CCO? CC:Opinions? I think we need a good short handle.) As the securities expert on the blog, I’ve been hard at work on the blog’s regist…
Simon - October 5, 2005 at 4:29 pm
I promise not to wise up if you promise to semi-regularly give me an opportunity to grouse about how terrible Kelo was.
With every passing year, one is forced to wonder whether the Ninth Circuit is an appellate court or a comedy routine. You couldn’t make this stuff up!
J. Stapley - October 5, 2005 at 5:36 pm
Also, your recent comments don’t wrap in firefox and really strain your layout.
murky - October 5, 2005 at 7:39 pm
This is a little beyond me. Could you just tell us your Morningstar rating?
Kate Rears - October 6, 2005 at 12:06 am
I deny any responsibility for the “recent comment” wrapping debacle. I suppose I, too, should draft my own statement about factors beyond *my* control!
M. Simon - October 6, 2005 at 2:15 am
The Ninth Circuit gave us Raich which forced the liberals to vote against compassion and the strict constructionists Conservatives to vote for Constitutional restraint.
I like them.
Concurring Opinions - October 6, 2005 at 11:42 pm
Notice of Privacy Practices
A friend recently asked why we don’t have a privacy policy for this blog. We have a registration statement, after all, so why not a privacy policy? So without further ado, I present to you our shiny new privacy policy:…
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