Introduction

Welcome to Soliciting Business and New Issues: the rules that govern how a Series 6 representative can talk about a new offering, what documents must be delivered, and which exemptions let securities skip full SEC registration.

Exam Weight: Part of 24% (12 questions across Chapter 1)

What You'll Learn

In this unit, you'll cover:

• Prospectus Requirements and Timeliness: The three phases of a new issue (pre-registration, cooling-off, post-effective), what the preliminary prospectus (red herring) can and cannot contain, and when each document must be delivered
• Process for Bringing New Issues to Market: Due diligence, registration statements, underwriting agreements (firm commitment vs. best efforts), selling group agreements, and state blue-sky laws
• Municipal New Issues: The Preliminary Official Statement (POS), Official Statement (OS), and Notice of Sale, plus why municipal securities have no "prospectus"
• Regulation D Private Placements: Accredited investors, Rules 504 and 506 exemptions, Form D filing, and the critical 506(b) vs. 506(c) distinction
• Communications Rules and Prospectus Delivery: Rule 134 tombstone ads, Rule 15c2-8 delivery requirements, and the 48-hour rule
• Section 3 Exempt Securities and Intrastate Offerings: Government and municipal exemptions, commercial paper, and the Rule 147/147A safe harbors
• Antifraud, Competition, and Recordkeeping: Section 17, Rule 10b-3, Rule 17a-3 record requirements, and why "exempt from registration" is never "exempt from antifraud"
• Networking Arrangements and Taping Rule: FINRA requirements for broker-dealer activity on bank premises and the size-based thresholds that trigger mandatory call recording

Why This Matters

The Series 6 exam tests whether you can match the right disclosure document to the right phase of an offering, identify which activities are allowed during the cooling-off period, and separate private placement exemptions from public offering requirements. These rules are the compliance foundation for every mutual fund, variable contract, and municipal fund security a Series 6 representative helps distribute.

Let's start with the three phases of a new issue and the documents that go with each.