Marketing Limits: Private vs. Public Offerings

What this video covers

• Why a publicly registered offering can market across retail communications, institutional communications, and correspondence while a private offering generally cannot
• How the no-solicitation private placement exemption and the accredited-only exemption create opposite marketing limits for otherwise similar private deals
• Why general advertising blows up the no-solicitation exemption by undoing the non-public character that made the exemption available
• What the accredited-only exemption requires in exchange for permitting general solicitation: every purchaser must be an accredited investor
• Why a tombstone-style announcement of participation in a private placement, though excluded from filing, does not grant permission to market the underlying offering
• When the tombstone filing exclusion itself disappears: publicly offered direct participation programs and securities issued by a registered investment company
• The four-step mental checklist to run on exam day before selecting any answer involving marketing limits