17 CFR 230.138 - Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing.
(a)Registered offerings. Under the following conditions, a broker's or dealer's publication or distribution of research reports about securities of an issuer shall be deemed for purposes of sections 2(a)(10) and 5(c) of the Act not to constitute an offer for sale or offer to sell a security which is the subject of an offering pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective, even if the broker or dealer is participating or will participate in the registered offering of the issuer's securities:
(i) The research report relates solely to the issuer's common stock, or debt securities or preferred stock convertible into its common stock, and the offering involves solely the issuer's non-convertible debt securities or non-convertible, non-participating preferred stock; or
(ii) The research report relates solely to the issuer's non-convertible debt securities or non-convertible, non-participating preferred stock, and the offering involves solely the issuer's common stock, or debt securities or preferred stock convertible into its common stock.
(2) The issuer as of the date of reliance on this section:
(i) Is required to file reports, and has filed all periodic reports required during the preceding 12 months (or such shorter time that the issuer was required to file such reports) on Forms 10-K ( § 249.310 of this chapter), 10-Q (§ 249.308a of this chapter), and 20-F (§ 249.220f of this chapter) pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m or 78o(d)); or
(ii) Is a foreign private issuer that:
(A) Meets all of the registrant requirements of Form F-3 other than the reporting history provisions of General Instructions I.A.1. and I.A.2(a) of Form F-3;
(1) Satisfies the public float threshold in General Instruction I.B.1. of Form F-3; or
(1) Has its equity securities trading on a designated offshore securities market as defined in Rule 902(b) (§ 230.902(b)) and has had them so traded for at least 12 months; or
(2) Has a worldwide market value of its outstanding common equity held by non-affiliates of $700 million or more.
(3) The broker or dealer publishes or distributes research reports on the types of securities in question in the regular course of its business; and
(i) A blank check company as defined in Rule 419(a)(2) ( § 230.419(a)(2));
(b)Rule 144A offerings. If the conditions in paragraph (a) of this section are satisfied, a broker's or dealer's publication or distribution of a research report shall not be considered an offer for sale or an offer to sell a security or general solicitation or general advertising, in connection with an offering relying on Rule 144A (§ 230.144A).
(d)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.
- 17 CFR 240.14a-2 — Solicitations to Which § 240.14a-3 to § 240.14a-15 Apply.
- 17 CFR 230.902 — Definitions.
- 17 CFR 242.101 — Activities by Distribution Participants.
- 17 CFR 230.425 — Filing of Certain Prospectuses and Communications Under § 230.135 in Connection With Business Combination Transactions.