Registration Periods and Permitted Communications

What this video covers

• Why the pre-filing period is a near-total communications blackout, and what counts as a permitted factual business communication versus a prohibited offer
• The WKSI exception: how a well-known seasoned issuer may make oral and written offers before filing, and why a free writing prospectus is not free from rules
• What happens during the 20-day minimum cooling-off period: oral offers, red herring distribution, tombstone ads, and indications of interest versus orders
• Why an indication of interest is nonbinding and no money may be collected, while an order is prohibited during the cooling-off period
• The 48-hour preliminary prospectus rule forInitial Public Offerings (IPOs): which broker-dealers must deliver it and when, relative to the trade confirmation
• The difference between the 48-hour rule (pre-trade) and the 25-day prospectus delivery obligation (post-trade) for exchange-listed IPOs
• The four delivery timeframes: 25 days for listed IPOs, 90 days for non-listed IPOs, 40 days for non-listed follow-on issues, and 0 days for already-listed secondary offerings