The Tombstone Communication
Chapters in this video
- 0:00 The tombstone as a restricted safe-harbor invitation
- 1:34 Filed registration statement timing and mutual fund ban
- 2:26 The closed list of 21 permitted factual items
- 4:05 Mandatory prospectus contact and pre-effective legend
- 5:21 When Riley can ask for an order and the dealer exception
- 6:27 Rapid-fire exam recap
What this video covers
- Why the tombstone communication rule requires a filed registration statement first, and why testing-the-waters activity before filing must rely on a different rule entirely
- The difference between registered offerings and private placements for safe-harbor eligibility, and the specific ban on open-end investment companies (mutual funds) while closed-end funds remain eligible
- Why the permitted-items list contains exactly 21 items even though the regulation numbers up to 22, and how adding any non-permitted content destroys the safe harbor for the entire communication
- Which items must appear in a tombstone communication at every stage, and why the prospectus contact stays on even after effectiveness while the pre-effective warning legend drops off
- The two specific situations where a tombstone communication is excused from both the prospectus contact and the legend requirements
- The strict conditions for inviting offers to buy, including the mandatory withdrawal statement and the recipient-based exception for communications to dealers versus investors
- How an active hyperlink to a prospectus satisfies the delivery requirement for electronic tombstone communications
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. The complete Series 82 course also includes adaptive practice questions and spaced-repetition flashcards, available in Free Beta.