§ 230.137Publications or distributions of research reports by brokers or dealers
that are not participating in an issuer's registered distribution of securities.
Under the following conditions, the terms “offers,” “participates,” or
“participation” in section 2(a)(11) of the
Act shall not be deemed to apply to the
publication or distribution of research reports with respect to the
securities of an issuer which is the subject of an offering pursuant to a registration statement that the
issuer proposes to file, or has filed, or that is
(a) The broker or dealer (and any affiliate) that has distributed the report
and, if different, the person (and any affiliate) that has published the report
have not participated, are not participating, and do not propose to
participate in the distribution of the securities that are or will be the
subject of the registered offering.
(b) In connection with the publication or distribution of the research report, the broker or dealer (and any affiliate)
that has distributed the report and, if different, the person (and any affiliate) that has published the report
are not receiving and have not received consideration directly or indirectly
from, and are not acting under any direct or indirect arrangement or
(3) An issuer for an offering of penny stock as defined in Rule 3a51-1 of the
Exchange Act of 1934 (§ 240.3a51-1 of this chapter).
(e)Definition of research report. For purposes of this
section, research report means a written communication, as defined in Rule 405, that
includes information, opinions, or recommendations with respect to
securities of an issuer or an analysis of a security or an issuer, whether or not it provides information reasonably
sufficient upon which to base an investment decision.