The Registration Spine and the Three Periods

What this video covers

• The difference between the offer gate (opens at filing) and the sale gate (opens at effectiveness), and why this two-gate framework controls every question in the unit
• The pre-filing quiet period default rule of absolute silence, and why gun-jumping traps occur even when no explicit offering is mentioned
• How the broad statutory definition of "offer" sweeps in any communication that conditions the market, including press interviews, teaser emails, and CEO hype appearances
• The 30-day pre-filing safe harbor for standard issuers, and the special privileges granted to well-known seasoned issuers (WKSIs) and emerging growth companies (EGCs)
• What the waiting period permits: oral offers, red herring preliminary prospectuses, tombstones, free-writing prospectuses (FWPs), and road shows, and what it still prohibits
• Why oral sales remain illegal during the waiting period, and how indications of interest are non-binding by design until the post-effective period
• The post-effective filing condition for the final statutory prospectus, and the investor rescission rights that attach when gun-jumping contaminates the offering