Pre-Filing Safe Harbors
Chapters in this video
- 0:00 Gun-jumping, Riley's illegal phone pitch, and the default silence rule
- 1:58 Six safe harbors overview and the WKSI versus 30-day shield distinction
- 3:06 WKSI-only protection and the underwriter trap
- 4:28 Regularly released information: reporting versus non-reporting issuers
- 5:39 Proposed offering notices and the price-or-underwriter trap
- 6:25 Generic advertising for registered investment companies
- 6:52 Rapid-fire exam recap
What this video covers
- What gun-jumping means, why the default pre-filing rule is total silence, and how oral offers are treated differently in the pre-filing period versus the waiting period
- Which six safe harbors exist and the specific conditions that must be met for each one to apply
- Why the well-known seasoned issuer (WKSI) safe harbor is strictly for the issuer, and how an underwriter's pre-pitch to institutions is automatically a classic gun-jumping fact pattern
- How the 30-day shield works, including the no-offering-reference condition and the reasonable-steps-to-prevent-republication requirement
- What reporting issuers may release versus non-reporting issuers under the regularly released information safe harbor, and why forward-looking projections are only permitted for reporting issuers
- What a proposed offering notice may and may not contain, and why naming the underwriter syndicate or stating an offering price destroys this safe harbor
- How generic advertising works for registered investment company securities, and why naming a specific fund, issuer, or underwriter eliminates the protection
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