The Prospectus & Registration
Under the Securities Act of 1933, a new issue must be registered with the SEC and sold with a prospectus — the disclosure document, drawn from the registration statement, that gives investors the material facts about the issuer and the offering.
The exam loves a three-period timeline: pre-filing (no offers or sales of any kind), the cooling-off period (offers allowed via the red herring, but no sales and no money may change hands), and post-effective (sales close with a final prospectus). Watch the tell — a question describing an activity “after filing but before the effective date” is testing the cooling-off rules. A favorite trap is the access-equals-delivery rule: once the final prospectus is filed on EDGAR, that satisfies the delivery requirement, so reps need not physically mail it (some older banks still describe paper delivery).
Don’t confuse the players or the laws. Registration lives under the Securities Act of 1933 (the “Paper Act”), while the SEC itself was created by the 1934 Act — and the SEC clears a filing for effectiveness without endorsing it. Underwriting commitments describe how the issue is sold; the prospectus describes what is disclosed. And remember the flip side: exempt securities and Reg D placements skip registration entirely, so no statutory prospectus is required at all.
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