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- Q - QPAM: Qualified professional asset manager as defined by ERISA. - R - Ratchet : Ratchets reduce the price at which venture capitalists can convert their debt into preferred stock, which effectively increases their percentage of equity. Often referred to as an "antidilution adjustment." See Anti-dilution, full ratchet and weighted average.
Recapitalization: The reorganization of a company's capital structure. A company may seek to save on taxes by replacing preferred stock with bonds in order to gain interest deductibility. Recapitalization can be an alternative exit strategy for venture capitalists and leveraged buyout sponsors. （See Exit Strategy and Leveraged Buyout）
Reconfirmation: The act a broker/dealer makes with an investor to confirm a transaction.
Red Herring: The common name for a preliminary prospectus, due to the red SEC required legend on the cover. （See Prospectus）
Redeemable Preferred Stock: Redeemable preferred stock, also known as exploding preferred, at the holder's option after （typically） five years, which in turn gives the holders （potentially converting to creditors） leverage to induce the company to arrange a liquidity event. The threat of creditor status can move the founders off the dime if a liquidity event is not occurring with sufficient rapidity.
Redemption: The right or obligation of a company to repurchase its own shares.
Redemption Rights - Rights to force the company to purchase shares （a "put"） and more infrequently the company's right to force investor to sell their shares （a "call"）. A Put allows one to liquidate an investment in the event an IPO or public merger becomes unlikely. One may also negotiate a Put effective when the company defaults or fails to make payments upon a key employee's death, etc.
Registration: The SEC's review process of all securities intended to be sold to the public. The SEC requires that a registration statement be filed in conjunction with any public securities offering. This document includes operational and financial information about the company, the management and the purpose of the offering. The registration statement and the prospectus are often referred to interchangeably. Technically, the SEC does not "approve" the disclosures in prospectuses.
Registration Rights: Provisions in the investment agreement that allow investors to sell stock via the public market. Means by which one can transfer shares in compliance with the securities laws subject to Lock-Up and Market Stand-off Agreements.
Long-form Demand - Demand registration before the company becomes public.
Usually starts one-three years after making an investment and may involve one or two demands for a percentage of stock. Company will use the SEC's long-form S-1.
Short-form Demand - Demand made after the company is publicly traded and is eligible to use SEC's Form S-3.
Piggyback - Company is registering stock either for itself or other stockholders and one can "piggyback" a portion of shares for registration onto the company's registration. Usually have these rights for up to five years after the company becomes public, but cannot exercise them for mergers or employee offerings.
Regulation A: SEC provision for simplified registration for small issues of securities. A Reg. A issue may require a shorter prospectus and carries lesser liability for directors and officers for misleading statements. The conditional small issues securities exemption of the Securities Act of 1933 is allowed if the offering is a maximum of $5,000,000 U.S. Dollars.
Regulation C: The regulation that outlines registration requirements for Securities Act of 1933.
Regulation D: Regulation D, is the rule （Reg. D is a "regulation" comprising a series of "rules"） that allow for the issuance and sale of securities to purchasers if they qualify as accredited investors.
Regulation D Offering: （See Private Placement）
Regulation S: The rules relating to offers and sales made outside the U.S. without SEC Registration.
Regulation S-B : Reg. S-B of the Securities Act of 1933 governs the Integrated Disclosure System for Small Business Issuers.
Regulation S-K : The Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975.
Regulation S-X: The regulation that governs the requirements for financial statements under the Securities Act of 1933, and the Securities Exchange Act of 1934.
Reorganization or Corporate Reorganization: Reorganizations are significant changes in the equity base of a company such as converting all outstanding shares to Common Stock, or combining outstanding shares into a smaller number of shares （a reverse split）. A Reorganization is frequently done when a company has already had a few rounds of venture financing but has not been able to successfully increase the value of the company and therefore is doing a Down Round that is essentially a restart of the company.
Restricted Securities: Public securities that are not freely tradable due to SEC regulations. （See Securities and Exchange Commission） | 
