Permissible Communications: Waiting Period

What this video covers

• What communications are permitted once the registration statement is filed but not yet effective, and why actual sales remain strictly prohibited until effectiveness
• The narrow factual safe harbor of the tombstone announcement, and why selling commentary or promotional photos push it outside the safe harbor into written-offer restrictions
• How the preliminary prospectus (red herring) gathers non-binding indications of interest from institutional accounts, and why binding orders are impossible before pricing
• The gating condition that makes an issuer ineligible for free-writing prospectus (FWP) use: shell-company status, untimely filings, or recent bankruptcy
• The filing difference between issuer-created FWPs (generally filed with the Securities and Exchange Commission, or SEC) and underwriter-created FWPs (filed only if broadly disseminated)
• The retention rule for unfiled FWPs (three years) and the media-publication filing deadline (four business days on Electronic Data Gathering Analysis and Retrieval, or EDGAR)
• Why live road shows are oral offers with no filing requirement, and the specific carve-out that exempts pre-recorded electronic initial public offering (IPO) road shows from SEC filing when at least one version is publicly available without restriction