Investment Banking Activities: Rapid Fire

What this video covers

• The three offering phases (pre-filing, waiting, post-effective) and what conduct is permitted in each, including when default effectiveness strikes on day 20
• The Securities and Exchange Commission (SEC) disclosure-only review standard and why strict liability hits only the issuer while underwriters retain the due-diligence defense
• How Regulation A creates freely tradable mini-initial public offering (IPO) securities versus how Regulation D produces restricted securities across its three tiers
• Why Regulation S is completely separate from Regulation D and how a single sale to a U.S. person collapses the offshore exemption entirely
• The 5% net-proceeds conflict-of-interest trigger that forces a Qualified Independent Underwriter (QIU) into the pricing process
• The watch list versus restricted list protocol for information barriers, and the 4-business-day Form 8-K deadline versus the 24-hour Regulation Fair Disclosure (Reg FD) cure for unintentional leaks
• The 20-business-day tender offer minimum, the disclose-or-abstain rule with no fiduciary requirement, and the exact bankruptcy priority waterfall where subordinated debt outranks all equity including preferred stock