They can't--your broker can't say,

你的经纪人不可能说
well we're thinking of issuing a security;

我们在考虑发行一个证券
we've got this prospectus,

已经有招股说明书
but I'm going to send you a brochure instead-- that's easier.

但我打算另外给你一份更简洁的宣传册
The SEC says, no way,

SEC禁止这样做
because that brochure will be a sales job

因为那个宣传册是推销手段
and it won't have all of this in there.

里面披露的内容并不全面
Anyway, then eventually the SEC approves it

总之最终SEC批准发行
and when it's approved then it's effective

获批后证券发行生效
and then the underwriters can start selling the security.

承销商们就可以开始进行证券承销
At that point, they actually say it's a best-efforts offering;

因此他们实际上称之为代销发行
then they go around and they try to--

随后他们四处推销