17 C.F.R. § 229.503

(Item 503) Prospectus summary

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The registrant must furnish this information in plain English. See § 230.421(d) of Regulation C of this chapter.

(a) Prospectus summary. Provide a summary of the information in the prospectus where the length or complexity of the prospectus makes a summary useful. The summary should be brief. The summary should not contain, and is not required to contain, all of the detailed information in the prospectus. If you provide summary business or financial information, even if you do not caption it as a summary, you still must provide that information in plain English.

Instruction to paragraph 503(a): The summary should not merely repeat the text of the prospectus but should provide a brief overview of the key aspects of the offering. Carefully consider and identify those aspects of the offering that are the most significant and determine how best to highlight those points in clear, plain language.

(b) Address and telephone number. Include, either on the cover page or in the summary section of the prospectus, the complete mailing address and telephone number of your principal executive offices.

(c) [Reserved]

[63 FR 6383, Feb. 6, 1998, as amended at 70 FR 1594, Jan. 7, 2005; 73 FR 964, Jan. 4, 2008; 74 FR 18617, Apr. 23, 2009; 76 FR 50121, Aug. 12, 2011; 83 FR 50211 Oct. 4, 2018; 84 FR 12718, Apr. 2, 2019]
Notes of Decisions
Cited in 51 cases (12 in the last 5 years), 1997–2024 · leading case: Hutchison v. Deutsche Bank Securities Inc.
Hutchison v. Deutsche Bank Securities Inc. (2011) ca2 · cites it 2× “Plaintiffs assert that Defendants also breached a disclosure obligation created by Item 503 of Regulation S-K, 17 C.F.R. § 229.503 . Item 503 requires that a registrant "[w]here appropriate, provide .”
Silverstrand Investments v. Amag Pharmaceuticals, Inc. (2013) ca1 · cites it 2× “17 C.F.R. § 229.503 (c). Further, the Complaint alleged that AMAG failed to disclose that a material portion of its revenues was derived from the internet practices highlighted in the FDA’s October 18, 2010 Warning Letter, and thus, implied that AMAG was already engaging in such…”
City of Pontiac Policemen's & Firemen's Retirement System v. UBS AG (2014) ca2 “2012) (In reviewing a district court's denial of leave to amend on grounds of futility "we consider the proposed amendments along with the remainder of the complaint” to determine whether the allegations, as amended, plausibly give rise to an entitlement of relief.”
In re Lions Gate Entertainment Corp. Securities Litigation (2016) nysd “” 17 C.F.R. § 229.503 (c). The risk factors in the regulation include a company’s “lack of an operating history,” “lack of profitable operations in recent periods,” and “financial position.”
Jaroslawicz v. M&T Bank Corp. (2018) ca3 · cites it 3× “First, because the proxy materials did not discuss M&T's non-compliant practices, M&T failed to disclose significant risk factors facing the merger as required by Item 503(c) of Regulation S-K, 17 C.”
Lin v. Interactive Brokers Group, Inc. (2008) nysd · cites it 2× “” 17 C.F.R. § 229.503 (c). In addition, Item 408 of Regulation C creates a duty for registrants to supply non-misleading registration statements.”
Ong v. Chipotle Mexican Grill, Inc. (2018) ilsd “(emphasis omitted) (quoting 17 C.F.R. § 229.503 (c) ). "[C]ourts have generally found Item 503 violations to track Rule 10b-5 violations," including "the familiar materiality standard.”
Barilli v. Sky Solar Holdings, Ltd. (2019) ilsd “" 17 C.F.R. § 229.503 (c). Plaintiffs assert that Item 503 created a requirement that Sky disclose the same information they assert is required under Item 303, 26 plus Su's civil liability for allegedly avoiding debt, as a significant risk to the company.”
Plymouth County Retirement Ass'n v. Primo Water Corp. (2013) ncmd · cites it 2× “303 (a)(3)(h) (“Item 303(a)”) and 17 C.F.R. § 229.503 (c) (“Item 503(c)”). See Panther Partners Inc.”
In re BHP Billiton Ltd. Securities Litigation (2017) nysd “” 17 C.F.R. § 229.503 (c). “Although there is scant caselaw on Item 503, the inquiry can be boiled down to whether the Offering Documents were accurate and sufficiently candid.”
City of Roseville Employees' Retirement System v. Energysolutions, Inc. (2011) nysd “Accordingly, the plaintiffs have failed to allege a failure to make disclosures required by Item 303.”
In re in Reunder Armour Sec. Litig. (2018) mdd · cites it 2× “); and *676 (2) The Offering Materials omitted information that was required to be disclosed under Item 503 of Regulation S-K, 17 C.F.R. § 229.503 (c). ( Id. at ¶ 61-62 .”
— 17 C.F.R. § 229.503(c) — 4 cases
Jaroslawicz v. M&T Bank Corp. (2018) ca3 “First, because the proxy materials did not discuss M&T's non-compliant practices, M&T failed to disclose significant risk factors facing the merger as required by Item 503(c) of Regulation S-K, 17 C.”
Gutman v. Lizhi Inc. (2022) nyed
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