Post-Effective Period: Prospectus Delivery and Aftermarket Rules

What this video covers

• What access-equals-delivery actually means: the filing of the final prospectus on the Securities and Exchange Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system satisfies the "preceded or accompanied" requirement at confirmation
• The exact trigger for access-equals-delivery (filing on EDGAR) and its major exception: business combinations and registered mergers still require actual paper prospectus delivery
• The purchaser notice requirement: what it says, where it appears (typically embedded in the trade confirmation), and why it is a notice duty, not a delivery duty
• The 48-hour rule: when it applies (strictly to initial public offerings), what must be delivered (preliminary prospectus), and the managing underwriter's obligation to ensure participating broker-dealers have sufficient copies
• Dealer aftermarket delivery windows: 25 days (listed IPOs), 90 days (non-listed over-the-counter IPOs), 40 days (non-reporting-issuer follow-ons), and zero days (reporting-issuer follow-ons)
• The deliver-upon-request obligation and why it survives indefinitely beyond any calendar window
• The stale prospectus dual-threshold test: prospectus used more than 9 months after effective date, then financials not older than 16 months, and why both conditions must be crossed for a violation