Public Offerings: Rapid Fire

What this video covers

• Why the three-period registration spine (pre-filing, waiting, post-effective) governs every permitted communication and why offers require filing while sales require effectiveness
• How gun-jumping violations during the pre-filing period hand buyers rescission rights, and why any offer (oral or written) conditions the market
• What the red herring (preliminary prospectus) actually is: a real statutory prospectus with full anti-fraud exposure, not a casual marketing piece
• When access-equals-delivery satisfies the final prospectus requirement, and how this differs from the 48-hour preliminary prospectus rule for previously non-reporting issuers
• How well-known seasoned issuer (WKSI) automatic shelves work for 3 years, and why the $700 million public float OR $1 billion non-convertible debt test is inclusive (OR, not AND)
• What emerging growth company (EGC) scaled-down reporting means: 2 years of audited financials, the $1.235 billion inflation-indexed revenue cap, and 5 fiscal years of status
• Why a conflict of interest at 5% of net proceeds does NOT automatically require a qualified independent underwriter (QIU), and how the separate QIU 5% ownership cap works
• How Regulation FD (fair disclosure) polices selective leaks, and why the 24-hour or pre-market-open cure period matters for accidental disclosures