The '33 Act Registration Process
Chapters in this video
- 0:00 Introduction and the three rigid phases
- 1:37 Pre-filing: no offers, no roadshows
- 2:19 Waiting period: red herring, oral offers, no sales
- 3:15 The 20-day effectiveness rule and amendment restarts
- 4:35 Civil liability, strict liability, and the due-diligence defense
- 6:25 Anti-fraud reach over exempt offerings
- 6:50 WKSI shelf registration and the three-year trap
- 8:06 Regulation SK, SX, and AB checklist
- 8:37 Rapid-fire exam recap
What this video covers
- What activities are permitted in each of the three phases: pre-filing, waiting period, and post-effective
- Why the 20-day default effectiveness clock restarts on the most recent amendment, not the original filing date
- The distinction between SEC disclosure review and merit review, and why "approved by the SEC" is always an unlawful misrepresentation
- Who bears strict liability for material misstatements in a registration statement versus who can raise the due-diligence defense
- Why good faith alone fails the due-diligence defense, and what reasonable investigation actually requires
- How the anti-fraud reach applies to exempt offerings even when registration is not required
- What a well-known seasoned issuer (WKSI) is, how shelf registration works for three years, and why a prospectus supplement does not restart that clock
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. The complete Series 24 course also includes adaptive practice questions and spaced-repetition flashcards, free through the end of 2026.