Soliciting Business and New Issues: Rapid Fire
Chapters in this video
- 0:00 Three phases of a registered offering: Rita the Rep's rocket launch
- 0:55 The 48-hour rule trap: first-time IPOs only
- 2:01 Firm commitment versus best efforts and selling group risk
- 2:26 Accredited-investor math: Cora's primary-residence trap
- 3:16 Regulation D pair: traditional 35-cap versus accredited-only zero non-accredited
- 4:21 Intrastate all-or-nothing and the 6-month resale hold
- 5:11 Municipals: POS, OS, EMMA, and Notice of Sale
- 5:38 Sam's deadlines: 30 days, 36 months, and the 3-year taping-rule lookback
- 7:08 Rapid-fire exam recap
What this video covers
- The three phases of a new issue (pre-registration, cooling-off, post-effective) and what Rita the Rep can do in each one
- Why the 20 calendar day cooling-off period is a minimum, not a fixed date, and how a deficiency letter resets the clock
- When the 48-hour rule applies (first-time initial public offerings only) and why established companies are exempt
- The difference between firm commitment and best efforts underwriting, and why selling group members take zero unsold-share risk
- How to calculate accredited-investor status including the primary-residence exclusion, plus the alternative qualifications (income tests and professional licenses)
- The two Regulation D variants: traditional (up to 35 sophisticated non-accredited) versus accredited-only general solicitation (zero non-accredited, verification required)
- Why intrastate offerings are all-or-nothing and how one out-of-state sale destroys the exemption for everyone, plus the 6-month resale hold
- Municipal bond documents (Preliminary Official Statement, Official Statement, EMMA) and why a Notice of Sale targets underwriters, not investors
- Customer account record deadlines (30 days to open, 36 months to update) and the taping-rule thresholds including the middle-tier trap of 4 registered persons
Read the full lesson, free
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