Waiting Period: Permitted Communications

What this video covers

• Why oral offers become permitted the moment a registration is filed, and why actual sales remain strictly prohibited until SEC effectiveness
• How a signed indication of interest differs from a binding sale, and why the exam baits candidates with the signed-paper trap
• What the preliminary prospectus (red herring) covers, what its red legend communicates, and why it is not yet a basis for sale
• The pricing-omitted mechanic: which day the price is omitted, which day effectiveness occurs, which day the final prospectus must hit the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system, and why it only works for cash offerings
• How shelf takedowns differ from initial effectiveness, what role the prospectus supplement serves, and which Exchange Act reports update the base prospectus by reference
• The tombstone advertisement safe harbor: which factual identifiers are permitted, which sales puffery instantly blows the safe harbor, and how pre-effective versus post-effective legends differ
• The acceleration-dissemination rule: who must receive the preliminary prospectus for the Securities and Exchange Commission (SEC) to grant acceleration, and why retail customer delivery is the wrong answer