17 CFR 230.254 - Solicitation of interest document for use prior to an offering statement.

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§ 230.254 Solicitation of interest document for use prior to an offering statement.
(a) An issuer may publish or deliver to prospective purchasers a written document or make scripted radio or television broadcasts to determine whether there is any interest in a contemplated securities offering. Following submission of the written document or script of the broadcast to the Commission, as required by paragraph (b) of this section, oral communications with prospective investors and other broadcasts are permitted. The written documents, broadcasts and oral communications are each subject to the antifraud provisions of the federal securities laws. No solicitation or acceptance of money or other consideration, nor of any commitment, binding or otherwise, from any prospective investor is permitted. No sale may be made until qualification of the offering statement.
(b) While not a condition to any exemption pursuant to this section:
(1) On or before the date of its first use, the issuer shall submit a copy of any written document or the script of any broadcast with the Commission's main office in Washington, DC. (Attention: Office of Small Business Review).The document or broadcast script shall either contain or be accompanied by the name and telephone number of a person able to answer questions about the document or the broadcast.
Only solicitation of interest material that contains substantive changes from or additions to previously submitted material needs to be submitted.
(2) The written document or script of the broadcast shall:
(i) State that no money or other consideration is being solicited, and if sent in response, will not be accepted;
(ii) State that no sales of the securities will be made or commitment to purchase accepted until delivery of an offering circular that includes complete information about the issuer and the offering;
(iii) State that an indication of interest made by a prospective investor involves no obligation or commitment of any kind; and
(iv) Identify the chief executive officer of the issuer and briefly and in general its business and products.
(3) Solicitations of interest pursuant to this provision may not be made after the filing of an offering statement.
(4) Sales may not be made until 20 calendar days after the last publication or delivery of the document or radio or television broadcast.
(c) Any written document under this section may include a coupon, returnable to the issuer indicating interest in a potential offering, revealing the name, address and telephone number of the prospective investor.
(d) Where an issuer has a bona fide change of intention and decides to register an offering after using the process permitted by this section without having filed the offering statement prescribed by § 230.252, the Regulation A exemption for offers made in reliance upon this section will not be subject to integration with the registered offering, if at least 30 calendar days have elapsed between the last solicitation of interest and the filing of the registration statement with the Commission, and all solicitation of interest documents have been submitted to the Commission. With respect to integration with other offerings, see § 230.251(c).
(e) Written solicitation of interest materials submitted to the Commission and otherwise in compliance with this section shall not be deemed to be a prospectus as defined in section 2(10) of the Securities Act (15 U.S.C. 77b(10)).
[57 FR 36468, Aug. 13, 1992, as amended at 58 FR 26514, May 4, 1993; 61 FR 67202, Dec. 20, 1996]

Title 17 published on 2013-04-01

The following are only the Rules published in the Federal Register after the published date of Title 17.

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  • 2014-02-10; vol. 79 # 27 - Monday, February 10, 2014
    1. 79 FR 7570 - Extension of Exemptions for Security-Based Swaps
      GPO FDSys XML | Text
      Interim final rule; extension.
      The amendments are effective February 10, 2014. See Section I of the SUPPLEMENTARY INFORMATION concerning amendment of expiration dates in the interim final rules.
      17 CFR Parts 230, 240 and 260

This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.

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United States Code
U.S. Code: Title 15 - COMMERCE AND TRADE

§ 77b - Definitions; promotion of efficiency, competition, and capital formation

§ 77b note - Definitions; promotion of efficiency, competition, and capital formation

§ 77c - Classes of securities under this subchapter

§ 77d - Exempted transactions

§ 77f - Registration of securities

§ 77g - Information required in registration statement

§ 77h - Taking effect of registration statements and amendments thereto

§ 77j - Information required in prospectus

15 U.S. Code § -

§ 77r - Exemption from State regulation of securities offerings

§ 77s - Special powers of Commission

15 U.S. Code § 77z–3 - General exemptive authority

§ 77sss - Rules, regulations, and orders

§ 78c - Definitions and application

§ 78d - Securities and Exchange Commission

§ 78j - Manipulative and deceptive devices

§ 78k - Trading by members of exchanges, brokers, and dealers

15 U.S. Code § -

§ 78m - Periodical and other reports

§ 78n - Proxies

15 U.S. Code § -

§ 78p - Directors, officers, and principal stockholders

§ 78t - Liability of controlling persons and persons who aid and abet violations

§ 78w - Rules, regulations, and orders; annual reports

15 U.S. Code § -

§ 78mm - General exemptive authority

15 U.S. Code § -

15 U.S. Code § 80a–8 - Registration of investment companies

15 U.S. Code § 80a–24 - Registration of securities under Securities Act of 1933

15 U.S. Code § 80a–28 - Face-amount certificate companies

15 U.S. Code § 80a–29 - Reports and financial statements of investment companies and affiliated persons

15 U.S. Code § 80a–30 - Accounts and records

15 U.S. Code § 80a–37 - Rules, regulations, and orders

Statutes at Large

Title 17 published on 2013-04-01

The following are ALL rules, proposed rules, and notices (chronologically) published in the Federal Register relating to 17 CFR 230 after this date.

  • 2014-04-09; vol. 79 # 68 - Wednesday, April 9, 2014
    1. 79 FR 19564 - Investment Company Advertising: Target Date Retirement Fund Names and Marketing
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      Proposed rule; request for additional comment.
      The comment period for the proposed rule published on June 23, 2010 (75 FR 35919), is reopened. Comments should be received on or before June 9, 2014.
      17 CFR Parts 230 and 270