Prospectus Requirements and Shelf Registration

What this video covers

• The six mandatory ingredients of a prospectus, with special attention to risk factors and use of proceeds as the two disclosures whose absence creates a deficient prospectus
• The preliminary prospectus rule, pricing-omission rule, well-known seasoned issuer (WKSI) base-prospectus rule, and 9-month update rule: what each permits and when it applies
• How shelf registration works for delayed or continuous offerings, including the 3-year maximum duration for eligible issuers
• Why WKSIs receive automatic effectiveness on shelf registrations and what that VIP status actually means on exam day
• The four-step shelf registration timeline: registration filing, SEC effectiveness, takedowns over time, and prospectus supplements with updated pricing and terms
• Why each takedown from the shelf requires only a prospectus supplement, not a new registration statement, and how the exam tries to reverse this
• Free writing prospectus requirements: SEC filing obligation, the tighter leash on initial public offering (IPO) issuers, and the relaxed rules for seasoned issuers and WKSIs