Communications Rules and Prospectus Delivery

What this video covers

• What a tombstone advertisement is permitted to contain: issuer name, security title and amount, offering price, brief business description, underwriter names, offering date, prospectus availability statement, and the required legend
• What a tombstone advertisement cannot contain: performance projections, yield promises, testimonials, endorsements, exaggerated or promotional language, recommendations, or any solicitation of purchase
• When the 48-hour preliminary prospectus rule applies: only to initial public offerings (IPOs) of first-time, non-reporting issuers, and why it requires delivery at least 48 hours before confirmation
• Why posting a preliminary prospectus on an issuer's website does not satisfy the 48-hour rule, and when access-equals-delivery actually applies (hint: final prospectus only)
• When a final prospectus must be delivered: with or before confirmation of sale for any registered offering, including IPOs, secondary offerings, and continuous offerings by registered investment companies
• The two groups to whom a broker-dealer must take reasonable steps to furnish a prospectus: anyone who requests one in writing, and any selling group member expected to solicit purchases who asks for a copy
• How the tombstone-advertisement rule and the prospectus-delivery rule work together in a new issue: advertising announces the deal exists, delivery ensures the buyer receives the details