Академический Документы
Профессиональный Документы
Культура Документы
II (4112 Edition)
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Securities and Exchange Commission 243.101
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243.102 17 CFR Ch. II (4112 Edition)
any other investment company or any (g) Securities offering. For purposes of
foreign government or foreign private 243.100(b)(2)(iv):
issuer, as those terms are defined in (1) Underwritten offerings. A securities
Rule 405 under the Securities Act offering that is underwritten com-
( 230.405 of this chapter). mences when the issuer reaches an un-
(c) Person acting on behalf of an issuer. derstanding with the broker-dealer
Person acting on behalf of an issuer that is to act as managing underwriter
means any senior official of the issuer and continues until the later of the end
(or, in the case of a closed-end invest- of the period during which a dealer
ment company, a senior official of the must deliver a prospectus or the sale of
issuers investment adviser), or any the securities (unless the offering is
other officer, employee, or agent of an sooner terminated);
issuer who regularly communicates (2) Non-underwritten offerings. A secu-
with any person described in rities offering that is not underwritten:
243.100(b)(1)(i), (ii), or (iii), or with (i) If covered by Rule 415(a)(1)(x)
holders of the issuers securities. An of- ( 230.415(a)(1)(x) of this chapter), com-
ficer, director, employee, or agent of mences when the issuer makes its first
an issuer who discloses material non- bona fide offer in a takedown of securi-
public information in breach of a duty ties and continues until the later of the
of trust or confidence to the issuer end of the period during which each
shall not be considered to be acting on dealer must deliver a prospectus or the
behalf of the issuer. sale of the securities in that takedown
(d) Promptly. Promptly means as (unless the takedown is sooner termi-
soon as reasonably practicable (but in nated);
no event after the later of 24 hours or (ii) If a business combination as de-
the commencement of the next days fined in Rule 165(f)(1) ( 230.165(f)(1) of
trading on the New York Stock Ex- this chapter), commences when the
change) after a senior official of the first public announcement of the trans-
issuer (or, in the case of a closed-end action is made and continues until the
investment company, a senior official completion of the vote or the expira-
of the issuers investment adviser) tion of the tender offer, as applicable
learns that there has been a non-inten- (unless the transaction is sooner termi-
tional disclosure by the issuer or per- nated);
son acting on behalf of the issuer of in- (iii) If an offering other than those
formation that the senior official specified in paragraphs (a) and (b) of
knows, or is reckless in not knowing, is this section, commences when the
both material and nonpublic. issuer files a registration statement
(e) Public disclosure. (1) Except as pro- and continues until the later of the end
vided in paragraph (e)(2) of this sec- of the period during which each dealer
tion, an issuer shall make the public must deliver a prospectus or the sale of
disclosure of information required by the securities (unless the offering is
243.100(a) by furnishing to or filing sooner terminated).
with the Commission a Form 8K (17
CFR 249.308) disclosing that informa- 243.102 No effect on antifraud liabil-
tion. ity.
(2) An issuer shall be exempt from No failure to make a public disclo-
the requirement to furnish or file a sure required solely by 243.100 shall be
Form 8K if it instead disseminates the deemed to be a violation of Rule 10b5
information through another method (17 CFR 240.10b5) under the Securities
(or combination of methods) of disclo- Exchange Act.
sure that is reasonably designed to pro-
vide broad, non-exclusionary distribu- 243.103 No effect on Exchange Act re-
tion of the information to the public. porting status.
(f) Senior official. Senior official A failure to make a public disclosure
means any director, executive officer required solely by 243.100 shall not af-
(as defined in 240.3b7 of this chapter), fect whether:
investor relations or public relations (a) For purposes of Forms S2 (17
officer, or other person with similar CFR 239.12), S3 (17 CFR 239.13) and S
functions. 8 (17 CFR 239.16b) under the Securities
652
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Securities and Exchange Commission 244.100
653
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