Offering Communications and Research Safe Harbors: Rapid Fire

What this video covers

• The tombstone rule's 21-item closed list, its filed-registration-statement prerequisite, and why naming underwriters immediately signals tombstone rather than proposed-offering notice
• The proposed-offering notice timeline: pre-filing allowed, legend disclaiming an offer required, and the absolute ban on naming underwriters
• Why registered open-end funds are barred from the tombstone rule while closed-end funds may use it, and when the legend versus prospectus contact applies
• Generic advertising boundaries: fund types in general yes, specific fund or security names no, plus sponsoring broker-dealer identification requirements
• The three research safe harbors split across two mechanisms: non-participant exclusion from underwriter status versus different-class and continuing-coverage declarations that a report is not an offer
• Why only the different-class and continuing-coverage safe harbors reach qualified institutional buyer private resales and offshore deals, and the three-year disqualifier lookback
• Prospectus delivery timing before shareholder votes on reclassifications, mergers, consolidations, or asset transfers, and why no safe harbor here licenses private placement advertising