Quick Answer
Six safe harbors and one delivery rule, nearly all built around registered offerings. A tombstone needs a filed registration statement, a proposed-offering notice comes earlier and can never name underwriters, generic advertising never names a fund, and three research safe harbors keep ordinary research out of a distribution. None of them licenses advertising a private placement.
The whole unit on one sheet: what each communication may say, when, and to whom.
Which One-Liners Win Points?
- The tombstone rule needs a filed registration statement. Its content is a closed list of 21 permitted items, underwriters included; anything outside the list drops the safe harbor.
- Every tombstone gives a prospectus contact, excused for only two kinds of communication, and one published before effectiveness adds a legend. An active hyperlink can replace a paper prospectus.
- A proposed-offering notice can go out before any registration statement exists. It carries a legend disclaiming an offer, keeps to a short content list, and may never name underwriters. A correction fixes inaccuracies only; a business-combination notice must also be filed.
- Generic advertising never names a fund or its securities. It describes fund types generally and identifies the sponsoring registered broker-dealer by name and address.
- Three research safe harbors, two mechanisms. The non-participant one keeps the publication out of the underwriter definition; the different-class and continuing-coverage ones say a qualifying report is not an offer, and only those two reach a qualified institutional buyer private resale or an offshore deal.
- Prospectus delivery precedes the vote. For a reclassification, merger, consolidation or asset transfer put to holders, the prospectus reaches every holder of record entitled to vote, at the address of record, before the vote or earliest consent date.
Which Numbers Matter Most?
| Item | Figure |
|---|---|
| Research disqualifier lookback | Three years, reaching a predecessor |
| Different-class issuer condition | Periodic reports for the preceding 12 months |
Which Gotchas Trip Students Up?
- A named underwriter points to the tombstone rule, not the proposed-offering notice.
- Only the legend is a pre-effective requirement; the prospectus contact applies effective or not.
- A registered open-end fund cannot use the tombstone rule at all; a closed-end fund can.
- All three research safe harbors need regular-course publication and deny a blank check, shell or penny stock issuer.
- A firm cannot initiate or resume coverage under the continuing-coverage safe harbor to support a deal; the industry-report side carries no such bar.
- Treating an unrestricted website or untargeted email blast as general solicitation is Securities and Exchange Commission staff guidance, not a rule list; a checkbox is not a substantive pre-existing relationship.
- No safe harbor here lets a private issuer advertise a private placement.
One-Breath Recap
These rules protect registered deals. A tombstone follows a filed registration statement, keeps to a closed list of 21 permitted items, names underwriters, gives a prospectus contact, and adds a legend until the statement is effective; a proposed-offering notice comes earlier, disclaims any offer, and never names underwriters; generic advertising describes fund types without naming a fund. Three research safe harbors protect regular-course research, one by keeping the firm out of the underwriter definition and two by saying the report is not an offer, and only those two reach a qualified institutional buyer resale or an offshore deal. None lets a private issuer advertise.
Need more than the recap? Read the full Offering Communications and Research Safe Harbors unit.