The Securities Act Communications Framework

What this video covers

• The four distinct Securities Act prohibitions (sale before effective registration, non-conforming prospectus, prospectus delivery failure, and pre-filing offers/gun-jumping) and how to identify which one a fact pattern triggers
• Why the definition of "prospectus" turns on whether a communication offers a security, not on its format, medium, or truthfulness
• How tweets, emails, webcasts, research reports, and slide decks can all be illegal prospectuses if they lack a permitted carve-out or proper mechanics
• The statutory underwriter dragnet: how active selling effort or buying with a view to distribution creates underwriter liability without any formal contract
• Why the registration statement and the statutory final prospectus are separate documents, and why a red herring preliminary prospectus never satisfies the delivery requirement
• Priya's four-step communications decision tree (is it an offer/prospectus, what phase is the deal in, does it fit a permitted category, are the mechanics satisfied)
• Why mechanical failures (missing legend, failure to file with the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR)) collapse even good-faith communications into violations