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UNITED S T A T E S S E C U R I T I E S A N D EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF TRADING AND MARKETS December 21,2007 Ellen Patterson, Esq. Simpson Thacher & Bartlett LLP 425.

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The SEC's Regulation M is designed to prevent manipulation by individuals with an interest in the outcome of an offering, and prohibits activities and conduct that could artificially influence the market for an offered security.

An individual or entity who is not certain whether a particular product, service, or action would constitute a violation of the federal securities laws may request a "no-action" letter from the SEC staff.

Rule 102 prohibits issuers and selling securityholders, and their respective affiliated purchasers, from bidding for, purchasing, or attempting to induce others to bid for or purchase, any covered security during the applicable restricted period.

Rule 101 — Activities by distribution participants. Rule 102 — Activities by issuers and selling security holders during a distribution. Rule 103 — Nasdaq passive market making. Rule 104 — Stabilizing and other activities in connections with an offering.

Rule 102 prohibits issuers and selling securityholders, and their respective affiliated purchasers, from bidding for, purchasing, or attempting to induce others to bid for or purchase, any covered security during the applicable restricted period.

Rule 102 also tracks Rule 101 by excepting offers to sell, and the solicitation of offers to buy, the securities being distributed. Regulation M does not prohibit an affiliate of the issuer, such as an officer or director, from purchasing securities in an offering (Regulation M adopting release at footnote 95).

You can find a compilation of Staff No Action, Interpretive, and Exemptive Letters from the Divisions of Corporation Finance, Investment Management, and Trading and Markets, and the Office of the Chief Accountant in the "Staff Interpretations" section of our website.

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© Copyright 1997-2025
airSlate Legal Forms, Inc.
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Form Packages
Adoption
Bankruptcy
Contractors
Divorce
Home Sales
Employment
Identity Theft
Incorporation
Landlord Tenant
Living Trust
Name Change
Personal Planning
Small Business
Wills & Estates
Packages A-Z
Form Categories
Affidavits
Bankruptcy
Bill of Sale
Corporate - LLC
Divorce
Employment
Identity Theft
Internet Technology
Landlord Tenant
Living Wills
Name Change
Power of Attorney
Real Estate
Small Estates
Wills
All Forms
Forms A-Z
Form Library
Customer Service
Terms of Service
DMCA Policy
About Us
Blog
Affiliates
Contact Us
Privacy Notice
Delete My Account
Site Map
All Forms
Search all Forms
Industries
Forms in Spanish
Localized Forms
Legal Guides
Real Estate Handbook
All Guides
Prepared for You
Notarize
Incorporation services
Our Customers
For Consumers
For Small Business
For Attorneys
Our Sites
US Legal Forms
USLegal
FormsPass
pdfFiller
signNow
airSlate workflows
DocHub
Instapage
Social Media
Call us now toll free:
1-877-389-0141
As seen in:
  • USA Today logo picture
  • CBC News logo picture
  • LA Times logo picture
  • The Washington Post logo picture
  • AP logo picture
  • Forbes logo picture
© Copyright 1997-2025
airSlate Legal Forms, Inc.
3720 Flowood Dr, Flowood, Mississippi 39232