Prospectus Requirements and Timeliness

What this video covers

• What activities are prohibited during the pre-registration phase: no offers, no sales, no solicitation of interest
• Why the 20 calendar-day cooling-off period is a minimum controlled by the Securities and Exchange Commission (SEC), not a fixed automatic end date
• What a preliminary prospectus, or red herring, contains and the three critical omissions: final public offering price, effective date, and net proceeds to the issuer
• How indications of interest function as non-binding, revocable expressions that require reconfirmation after the registration becomes effective
• When the final prospectus must be delivered to the customer: no later than with the trade confirmation in the post-effective phase
• How material changes during the cooling-off period trigger amendments that reset the 20-day clock and why stale red herrings violate antifraud provisions
• The exam convention that unmodified "prospectus" always means final prospectus unless specified otherwise