Key Rules Summary

What this video covers

• Why firm commitment makes the underwriter a principal with 100% risk, while best efforts keeps them an agent with zero purchase obligation
• Where proceeds land in a secondary offering (selling shareholders, never the issuer) and why that distinction is a recurring exam trap
• The SEC's exact role in the registration process: declaring effective after ~20 days, never approving or guaranteeing the investment
• The three Regulation D safe harbors: $10 million small offering, unlimited/35 non-accredited/no general solicitation, and unlimited/accredited-only/with verification and general solicitation
• Restricted stock holding periods: six months for reporting issuers and 12 months for non-reporting issuers, plus the QIB loophole that erases the wait entirely
• Shelf registration (up to 3 years), intrastate offerings, reorganization treatment, and the two Regulation A tiers ($20 million and $75 million)
• MSRB municipal rules: CUSIP assignment, priority and allocation procedures, and required delivery of the official statement