Provisions Applicable to All Registration Methods
Chapters in this video
- 0:00 Universal rules and the unnamed-method exam trap
- 1:29 Who may file: issuer, other person, or registered BD
- 2:16 Mandatory content in every registration statement
- 2:47 Escrow and impounding: the filing method exclusion
- 4:55 The one-year effective period and withdrawal limits
- 5:44 Prospectus delivery under any method, then pre-sale for qualification
- 6:28 Quarterly reporting cap versus overzealous Administrator demands
- 7:03 Rapid-fire exam recap
What this video covers
- Who may file a registration statement: the issuer, any person on whose behalf the offering is made, or a registered broker-dealer (BD), and why a local BD filing independently matters especially in coordination cases
- The three mandatory content items every registration must include, regardless of method: in-state offering amount, other states where filed, and any adverse order, judgment, or decree
- When the Administrator may require escrow or impounding of proceeds, and the critical exam trap that these powers apply only to coordination and qualification, never to registration by filing
- The three-year lookback period for escrow demands on securities issued to promoters for non-standard consideration or to any person for non-cash consideration
- The one-year effective period for every registration statement, the prohibition on withdrawal if same-class securities remain outstanding, and the Administrator's discretion otherwise
- Prospectus delivery requirements under any method versus the stricter pre-sale delivery rule that applies only to qualification
- The quarterly cap on required reports: no more than four reports per year regardless of method or how aggressively the Administrator wants updates
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