Research Safe Harbors During Distributions

What this video covers

• Why a participating broker in a syndicate or selling group cannot use the non-participating broker safe harbor, and what statutory danger its own research faces under the Securities Act
• How the different-class safe harbor works: a different non-convertible class of securities plus current Exchange Act reporting status and regular-course publication
• The convertible-security trap: why convertible debt and convertible preferred stock are treated as the same class as the underlying common stock
• Path 1 of the regular-coverage safe harbor: issuer-specific same-class research when the issuer is eligible for Form S-3 or F-3, including the 12-month reporting and $75 million public float thresholds
• Path 2 of the regular-coverage safe harbor: industry research for non-Form S-3 or F-3 eligible issuers, with its substantial-coverage, no-disproportionate-prominence, and no-more-favorable-recommendation constraints
• The FAIR Act 2018 expansion of regular coverage to covered investment funds, including registered investment companies and business development companies (BDCs)
• Why the regular-course rule is the procedural anchor for both safe harbors: what counts as established publication history, and why pricing-day initiations of coverage always fail