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Uncertificated Shares

Shares of Shares issued and recorded in Book Entry form only, with no Stock Certificate issued. Now that Stock Certificates aren’t as novel and “cool” as they were back in the day, this form of issuance has become more common, especially in Startups, where skipping Stock Certificates can not only save time and money, but reduce administrative headaches.


The investment banks that buy Securities in the initial purchase from the Issuer and then immediately resell these Securities to the public in a Registered Public Offering. More technically, and in brief, Section 2(a)(11) of the Securities Act defines an Underwriter as any person who has purchased a Security from an Issuer or a controlling person of an Issuer with a view to distributing the Security.

Underwriting Agreement

The contract pursuant to which Underwriters agree to purchase Securities from an Issuer. In Rule 144A Financings and Regulation S offerings, the comparable contract typically is referred to as a purchase agreement.


Term coined in the last few years to refer to a Startup with a Valuation more than US$1 billion. When this term was first created, Startups with this high valuation were rare, hence the mythical name. Today, however, the existence of Unicorns has become much more common, so maybe we should start referring to them as thoroughbred horses instead (still valuable, but not as rare).


Startup that was once a Unicorn, but is now valued at less than US$1 billion or has since failed before going public.

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