M&A Registration Framework: Form S-4 and the Three Communications Rules

What this video covers

• The merger-vote-as-sale rule: why a stock-for-stock merger vote is legally treated as a "sale" that triggers registration, and why all-cash deals escape entirely
• Form S-4 as a joint proxy statement and prospectus, pulling content from Regulation S-K (narrative), Regulation S-X (financials), and Regulation M-A (M&A-specific items)
• Why Regulation M-A is only a content library, and how the specific form's instructions control delivery obligations
• The pre-filing written communications safe harbor: what it permits (press releases, slide decks, Q&A documents), what it does not protect (oral communications), and its limits on anti-fraud liability
• The same-day filing rule on EDGAR (electronic data gathering, analysis, and retrieval): zero grace period, no exceptions, filed on the exact date of first use
• Why stock-for-stock mergers take months longer than cash deals due to SEC registration review cycles
• The four-rule backbone in sequence: trigger rule, registration form, communications safe harbor, then filing requirement