General Conditions: Integration of Offerings

What this video covers

• Why an issuer cannot dodge purchaser caps or dollar limits by splitting one deal into two paperwork-separate offerings
• The general principle that each offering must independently satisfy registration or an available exemption when no safe harbor applies
• The 30-calendar-day gap safe harbor: how it works, when it protects you, and why May 1st to May 15th fails
• The extra condition inside the 30-day safe harbor: a no-solicitation offering following a solicited one still requires the general-principle check for substantive relationships
• Why written compensatory plans, employee benefit plans, profit sharing, thrift, deferred compensation, pension plans, and Regulation S offerings get automatic non-integration with zero timing conditions
• The three specific scenarios where a registered offering is not integrated with a prior offering
• Why the pre-2021 multi-factor facts-and-circumstances test with a fixed waiting period is dead law and a deliberate exam trap