Welcome to Public Offerings: the rule-dense spine of the Series 79. Every registered public offering an investment banker touches sits on top of this framework, from the moment marketing begins to the moment dealer-delivery duties expire.
Exam Weight: Part of 27% / 20 items (Function 2). This unit is the densest rule-citation portion of the exam, with the registration spine tying more than fifty distinct rules to a single timeline.
What You'll Learn
In this unit, you'll cover:
- The Registration Spine and the Three Periods: The pre-filing (quiet), waiting (cooling-off), and post-effective periods, and what selling activity is allowed in each
- Registration Statement and Prospectus Content: The narrative-disclosure framework (Regulation S-K) and financial-statement framework (Regulation S-X) that fill the registration statement
- Forms of Prospectus: Preliminary (red herring), base prospectus and prospectus supplement, and final prospectus
- Permissible Communications: Pre-Filing: The well-known seasoned issuer (WKSI) free-writing exemption, the 30-day safe harbor, and the regularly-released-information safe harbors
- Permissible Communications: Waiting Period: Tombstone announcements, the red herring, and the free-writing prospectus framework
- Research Safe Harbors During a Distribution: When research is not deemed an "offer" under the registration rules
- Shelf Registration and WKSIs: The continuous-and-delayed-offering shelf and the automatic shelf available to WKSIs
- Prospectus Delivery: Access-equals-delivery, the dealer delivery clock, and the 48-hour preliminary-prospectus rule for IPOs
- JOBS Act and Emerging Growth Companies: EGC eligibility, the test-the-waters carve-out, confidential submission, and scaled disclosure
- Corporate Financing and Conflicts of Interest: The FINRA underwriting compensation review, the conflicts rule and qualified independent underwriter (QIU) requirement, and broker-dealer control and distribution disclosures
- Civil Liabilities and Anti-Fraud: The registration-statement liability provision, the prospectus-and-communications liability provision, the general anti-fraud provision, the due-diligence defense, and the forward-looking-statement safe harbor
- Selective Disclosure: Regulation FD: Intentional versus non-intentional disclosure, public-disclosure timing, and the broad-distribution methods
- Communication-Related Liabilities and Definitions: How the prospectus definition sweeps in offer-related communications and which liability threads still apply inside safe harbors
- Exchange Act Registration of the Newly Public Issuer: How the offering registers the securities under the 1933 Act, then triggers Exchange Act registration of the company under three different subsection paths
Why This Matters
Function 2 is the underwriting and new-financing function (27% of the scored exam). Within Function 2, this single unit anchors the highest concentration of rule citations on the exam. The exam writes scenario questions that pair an offering action with a rule. Examples include:
- An issuer's CEO gives an interview before filing
- An underwriter sends a research report mid-deal
- A manager publishes a buy rating right after pricing
- The issuer's CFO leaks guidance to one analyst
Each fact has a specific rule attached to it.
The three periods are the organizing concept. Once you can map any selling activity to its period (pre-filing, waiting, or post-effective), you can derive the rule that governs it. Every other concept in this unit (free-writing prospectuses, research safe harbors, shelf registration, delivery duties) layers on top of that timeline.
Let's start with the registration spine: how the Securities Act of 1933 splits every offering into three periods and dictates what can happen in each.