The Federal Registration Timeline and Tombstone Ads

What this video covers

• The three periods of a federal offering (pre-filing, cooling-off, and post-effective) and what triggers each transition
• Why the pre-filing offer ban is the broadest federal prohibition: it bars even offers, not merely sales, before a registration statement is filed
• What oral offers are permitted during the cooling-off period versus what written offers are permitted (only the preliminary prospectus, also called the red herring)
• Why sales remain strictly prohibited during the entire cooling-off period despite the relaxation of communication rules
• What a tombstone ad can legally contain (security, issuer, price, where to obtain the prospectus) and why it is not a prospectus or an offer to sell
• Why prospectus delivery before or at the time of sale is mandatory in the post-effective period, and what happens if a sale occurs before delivery
• How exam questions bait test-takers into confusing "no written offers" with "no offers at all" during the cooling-off period