Series 79 Rules & Regs

SEC Rule 168

Factual or forward-looking information should be consistent with the timing, manner and form of similar past releases made by the same company

Regulation FD

Intentional selective disclosures require simultaneous public release of the same material information. Non-intentional disclosures require prompt public release of the same material information

Regulation M

a manipulative conduct regulation specified by five subsequent rules that prevents manipulative conduct by an interested party; subject and convertible securities are covered. as well as shelf registration takedowns, block trades, bought deals and private placements

Regulation A+

allows an issuer exemption from SEC registration if the capital raise does not exceed $50MM ($20MM for Tier 1) in a 12-month period and no more than $12MM ($6MM for Tier 1) is a secondary offering of affiliate shares; Tier 1 is subject to blue sky laws while Tier 2 is not

FINRA Rule 2111

allows institutions that are subject to customer suitability information requirements to opt out by affirmatively indicating that it is willing to forego suitability protections

FINRA Rule 2111

allows institutions that are subject to suitability requirements to opt out by affirmatively indicating its willingness to forego suitability protections

SEC Rule 144

allows public resale of restricted and control securities if a number of conditions are met whereby restricted securities are securities that have been acquired through a private placement or other exempt transaction and are not registered; control securities are those held by an affiliate of the issuing company. if both conditions are true investors must satisfy a holding period

Regulation M, Rule 104

an underwriter can stabilize a new issue no higher than the most recent transaction price or the best independent bid, whichever is greater

SEC Rule 412

any information contained in a registration statement or prospectus is deemed to be superseded by a replacement or amended document

SEC Rule 425

communications regarding a business combination transaction may be distributed to the public, but are defined as a prospectus and must be filed with the SEC no later than the date of first use

SEC Regulation S

confirms that foreign offerings aren't subject to registration requirements, so long as the offer isn't made to a person physically in the US at the time of purchase, no direct selling was made in the US and no verbal or written solicitation was made to investors that were physically in the US

Rule 905, Regulation S

debt securities must be held before domestic resale for 40-days; equity securities are subject to Rule 144: current SEC filers - 6 months, non-current SEC files - 12 months

Rule 147

exempt offering whereby intrastate investors can help a corporation raise unlimited funds so long as the raise is limited to state residents the organization is incorporated within state lines, and the organization satisfies the appropriate percentage tests: 80% of sales, assets or use of proceeds and 50% or more of employees

Form 13D

filing required by a beneficial owner within 10 calendar days of breaching the 5% ownership threshold of a public company or if multiple parties act in concert with a combined holding over the 5% threshold

Form 13G

filing required by a beneficial owner within 45 calendar days of the first year-end breaching the 5% ownership threshold and within 10 calendar from the end of the first month that the 10% ownership threshold is met if the investor(s) have no intent to influence or control the public company

Regulation M, Rule 101

limits underwriters of a syndication form bidding, purchasing or attempting to induce others to bid on covered securities during a restricted period

SEC Rule 144A

permits international and domestic companies to raise unregistered securities in the US capital markets through BDs or among themselves provided the investors are QIBs, defined as institutions with at least $100MM in securities or BDs with at least $10MM in securities; securities aren't subjected to a minimum holding period

Regulation D, Rule 504

permits unregistered private placements for raises of less than $5MM that any amount of accredited or non-accredited investor can be included in

Regulation D, Rule 506b

permits unregistered private placements for unlimited raises so long as no more than 35 non-accredited investors are included

Regulation D, Rule 506c

permits unregistered private placements for unlimited raises so long as only accredited investors are included

NYSE Rule 472

prohibits members from threatening or retaliating against an analyst for issuing an adverse, negative or unfavorable report or appearance. The firm can't interfere in the analyst's normal work, research or communications.

FINRA Corporate Finance Rule

regulates the underwriting terms of most public offerings whereby the managing underwriter must submit three copies of the Underwriting Agreement, the Agreement Among Underwriters and related documents, the final registration statement, a list of the syndicate members, a statement of affiliates, disclosure of shareholders with over 5% ownership, and explanation of arrangements with BDs in the last 180 days

Regulation S-K

require that the registrant must include sources and availability of raw materials, the extent to which the business of the industry segment is or may be seasonal, and importance to the industry segment and the duration and effect of all patents, trademarks, licenses, franchises and concessions held. Other items that must be discussed include the principal products produced and services rendered by the registrant, a description of the status of a product or segment, the practices of the registrant and the industry, and the dollar amount of backlog orders believed to be firm

FINRA Rule 2269

requires written disclosure to customers of any interest in a primary or secondary distribution of securities being offered, sold or advised for a fee

FINRA Rule 5130

restricts those associated with the

Bankruptcy Rule 338

this rule and its various subsections permits, if all conditions are met, a stock sale to be treated as an asset sale for tax purposes, allowing the seller the benefits of a stock sale (i.e. clean exit of the business) and provides the buyer with potential value enhancement from the tax shield generated from the asset step-up