Registration Periods and Permitted Communications
Chapters in this video
- 0:00 The three registration periods at a glance
- 1:26 Pre-filing period: no offers, no sales, gun jumping
- 2:02 WKSI safe harbor vs. IPO duct tape
- 3:09 Cooling-off period: 20 days minimum, indications of interest
- 4:56 What Riley can give Carla: red herring, tombstone, free writing
- 5:36 Post-effective period: 48-hour preliminary prospectus rule
- 6:30 25-day final prospectus delivery obligation
- 7:37 Rapid-fire exam recap
What this video covers
- Why absolutely no offers or sales are permitted during the pre-filing period, and what gun jumping means for a registered representative
- What a well-known seasoned issuer (WKSI) is, and why WKSIs get a pre-filing communications safe harbor that IPO issuers do not
- What Riley can legally do during the cooling-off period: oral offers, indications of interest, preliminary prospectus (red herring) distribution, tombstone ads, and free writing prospectus
- Why an indication of interest is non-binding on both parties, and how the exam traps you by contrasting it with a prohibited order or collecting money
- The minimum 20-day cooling-off period and what triggers its extension through a deficiency letter
- The 48-hour preliminary prospectus rule: when it applies, to whom it applies, and why it is IPO-only
- The 25-day final prospectus delivery obligation, and how to keep it completely separated from the 48-hour rule on test day
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