Forms of Prospectus

What this video covers

• What the preliminary prospectus (red herring) contains, what it omits, and why the mandatory subject-to-completion legend is required for validity
• Why the red herring is a real statutory prospectus with full anti-fraud liability, not a mere marketing flyer
• How the pricing-omission mechanism lets a registration go effective without final pricing, and the 2-business-day post-pricing supplement deadline
• The distinction between pricing omission (a pre-trade timing tool) and access-equals-delivery (a post-trade delivery method)
• How the base prospectus and prospectus supplement work together in shelf registrations, and why a takedown supplement does not require new effectiveness
• What the final prospectus is, when it must be delivered or made available, and why the requirement is filing or good faith effort rather than already-on-file
• The 9-month and 16-month financial-statement freshness rule for idle shelf prospectuses