Documentation Necessary for Electronic Private Placement Offerings
Chapters in this video
- 0:00 Why electronic delivery shortcuts fail on the exam
- 0:30 The three non-negotiable elements: notice, access, evidence
- 1:05 The consent trap: not a fourth element
- 1:56 Direct notice versus shouting into the internet void
- 2:32 Access comparable to paper, including PDF rules
- 3:03 Hyperlinked documents as one paper envelope
- 3:25 Affirmative informed consent: no silence, no shortcuts
- 4:45 The global consent hostage trap and its narrow exception
- 5:36 Adding issuers versus adding new media
- 6:11 Third-party delivery: delegate work, not blame
- 6:42 Rapid-fire exam recap
What this video covers
- The three elements of valid electronic delivery under SEC interpretive guidance: notice, access, and evidence of delivery
- Why consent is not a fourth separate element, but rather the primary way to satisfy evidence of delivery
- What direct notice requires, and why posting on a public website or newspaper is never sufficient notice by itself
- How the access element works for portable document format (PDF) delivery, including the prohibition on charging investors for necessary software
- Why hyperlinked documents or documents on the same website menu are treated as delivered together in the same paper envelope
- Why implied consent fails and why silence never counts as consent, plus the requirements for informed affirmative consent
- The scope and limits of global consent: adding issuers without new consent is permitted, adding new media without new consent is not
- Why forcing global consent as a condition of opening a standard brokerage account renders consent uninformed, with the narrow online-only account exception
- Why outsourcing document delivery to a third party does not outsource the firm's ultimate responsibility for authentic consent and actual delivery
Read the full lesson, free
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