Offering Documents and Delivery Requirements

What this video covers

• Why the prospectus must be delivered at or before the time of sale for public corporate offerings, and what material information it must contain
• How the preliminary prospectus (red herring) differs from the final prospectus: the red ink disclaimer, missing final price and effective date, and the 20-day cooling-off period
• Why zero sales can occur during the cooling-off period, and what an indication of interest legally represents
• Why the SEC declares a registration statement effective but never approves securities, and how to eliminate trap answers using the word approve
• Which document replaces the prospectus for municipal bonds: the official statement (OS) governed by Municipal Securities Rulemaking Board (MSRB) rules
• When a summary prospectus is used for mutual funds, and why investors can still request the full prospectus
• What a private placement memorandum (PPM) is, why it applies to Regulation D offerings, and why it bypasses Securities and Exchange Commission (SEC) review entirely