Communication-Related Liabilities and Definitions

What this video covers

• Why the statutory definition of "prospectus" reaches any communication that offers a security for sale, regardless of form (email, tweet, podcast, or printed document)
• The four main carve-outs from the prospectus definition: tombstone announcements, generic offering announcements, generic investment-company advertising, and regularly released factual information
• How a tombstone or other carved-out communication instantly loses its protection the moment any condition is broken, such as adding selling commentary
• What a free-writing prospectus (FWP) is, why its permitted use under the registration spine does not shield it from civil liability for material misstatements, and how the reasonable-care defense applies
• Why the 30-day pre-filing safe harbor protects only against registration violations, not against the anti-fraud provision that operates in parallel
• The anti-fraud provision's three prongs, including which two prongs catch mere negligence without any showing of intent
• How the Private Securities Litigation Reform Act (PSLRA) safe harbor protects forward-looking statements only when they are specifically identified and paired with meaningful cautionary language (not generic boilerplate)