New Issues and Underwriting: Rapid Fire
Chapters in this video
- 0:00 Carla's check and the cooling-off period
- 1:58 The red herring: what's missing
- 2:51 Firm commitment versus best efforts
- 4:15 Spread splits and the selling group trap
- 5:03 Regulation A versus Regulation D
- 6:05 The 35 non-accredited investor cap
- 6:56 QIB threshold and why individuals never qualify
- 7:32 Restricted-stock filing triggers versus sales ceiling
- 8:35 48-hour and 25-day IPO timing rules
- 9:37 Stabilization: the one legal manipulation
- 10:13 Intrastate exemption fragility
- 10:43 Rapid-fire exam recap
What this video covers
- The three registration periods (pre-filing, cooling-off, post-effective) and what is permitted or prohibited in each, including why an indication of interest is non-binding
- How firm commitment differs from best efforts (including all-or-none and mini-max), and which party absorbs unsold shares under each arrangement
- The split of the syndicate spread and why selling group members earn only the selling concession with no underwriting fee
- Regulation A versus Regulation D: the form, the document, and whether the resulting securities are freely tradable or restricted
- The accredited-invester and QIB thresholds, and why individuals never qualify as qualified institutional buyers regardless of wealth
- The restricted-stock resale rule: filing triggers (5,000 shares or $50,000) versus the actual volume-based sales ceiling
- Stabilization as the only legal form of price manipulation, including the bid-price limit and prospectus disclosure requirement
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