Research Safe Harbors During a Distribution

What this video covers

• Why an ordinary research report on an issuer in registration is legally an illegal, unregistered written offer without a safe harbor carve-out
• How the non-participating broker-dealer safe harbor works, and why past banking relationships do NOT disqualify a firm that is outside the current syndicate roster
• The three-year blank-check, shell, and penny-stock issuer restriction that applies to the non-participating safe harbor
• The other-class safe harbor: which specifically paired security classes qualify (equity or convertibles vs. non-convertible debt or non-participating preferred) and why confusing this with the regularly published harbor is a classic exam trap
• The regularly published safe harbor: why initiating or re-initiating coverage fails, and why extra prominence for an issuer in an industry report breaks ordinary course
• The asset-backed securities safe harbor: the unique Form SF-3 registration form requirement, the similar-collateral prior-history condition, and why syndicate participation is irrelevant
• The step-by-step exam decision tree: check ABS first, then syndicate role, then security class, then publication history, with the golden rule that one-off hype reports fall outside every harbor