Registration Statement and Prospectus Content

What this video covers

• Which regulation governs narrative disclosure (Regulation S-K) versus which governs financial-statement form and content (Regulation S-X), and why confusing them is a common exam trap
• What Management's Discussion and Analysis (MD&A) actually covers: management's explanation of financial results, trends, liquidity, capital resources, and known uncertainties
• Why risk factors must be issuer-specific and ordered by significance, and why generic boilerplate like "we may face competition" fails SEC scrutiny
• Where the reasonable-basis standard for forward-looking projections lives (Regulation S-K), and why that is distinct from the forward-looking-statement safe harbor itself
• What stub-period interim financials are, when the age-of-financials rules require them, and why stale financials are not acceptable at effectiveness
• What pro forma financial information (Article 11 of Regulation S-X) is used for, and why both target-company audited statements and pro forma combined statements are required for material acquisitions
• Where auditor duties to detect illegal acts and report findings come from (the Exchange Act, not the Securities Act), and the exact escalation chain: auditor, then audit committee, then board of directors, then SEC as last resort