Access equals delivery rule

Under the Securities Act of 1933, issuers, underwriters, and dealers selling a newly registered security must deliver a final prospectus to the buyer during the applicable delivery period. The access equals delivery rule modernizes that obligation: once the final prospectus has been filed with the SEC and is retrievable on EDGAR, the delivery requirement is met. The theory is that near-universal internet access makes an online filing functionally equivalent to handing over a printed document.

In practice, the selling firm still sends the customer a trade confirmation, and that confirmation notes that the prospectus is available electronically and explains how to request a paper copy. The customer's right to receive the document has not changed — only the default method of getting it to them. A firm that fails to file the prospectus cannot rely on the rule.

The rule applies to final prospectuses for registered offerings, including IPOs and follow-on offerings. It does not eliminate the aftermarket prospectus delivery periods that follow certain offerings, and it does not extend to every disclosure document a firm owes a client — options disclosure documents, for example, still have their own delivery requirements.

Access equals delivery removed a significant paperwork burden from the underwriting process and cut the cost of distributing large offering documents. It also aligned securities practice with how investors actually research deals, since most read filings online rather than waiting for mail.

On the SIE and Series 7 exams, expect questions on when the final prospectus obligation is satisfied and on the mechanics of effective registration; the Series 6 covers the same rule in the context of general brokerage account and communication requirements.