Forward-Looking Statements and Marketing Materials

What this video covers

• The two-prong safe harbor for forward-looking statements: good faith plus reasonable basis, and why both are required
• Where the safe harbor applies (registration statements and periodic reports) and why historical facts disguised as projections get zero protection
• The pitch book audience rule: why pre-engagement distribution to an issuer's board is not an offer, but post-engagement distribution to investors is
• The well-known seasoned issuer (WKSI) threshold ($700M public float or frequent debt issuer), and the FWP freedoms that separate WKSI, seasoned issuer, and ineligible issuer tiers
• Why graphic communication transforms recorded webcasts, videos, and slide decks into "written" communications subject to free writing prospectus (FWP) rules
• The live roadshow versus recorded roadshow distinction: oral communications require no filing, but a privately distributed recording triggers an FWP filing duty
• Priya's supervisory choke point: framework status check, FINRA fair and balance review, and the mandatory pre-use principal approval that can never be retroactive