17 CFR 230.159A - Certain definitions for purposes of section 12(a)(2) of the Act.

§ 230.159A Certain definitions for purposes of section 12(a)(2) of the Act.

(a)Definition of seller for purposes of section 12(a)(2) of the Act. For purposes of section 12(a)(2) of the Act only, in a primary offering of securities of the issuer, regardless of the underwriting method used to sell the issuer's securities, seller shall include the issuer of the securities sold to a person as part of the initial distribution of such securities, and the issuer shall be considered to offer or sell the securities to such person, if the securities are offered or sold to such person by means of any of the following communications:

(1) Any preliminary prospectus or prospectus of the issuer relating to the offering required to be filed pursuant to Rule 424 ( § 230.424) or Rule 497 ( § 230.497);

(2) Any free writing prospectus as defined in Rule 405 ( § 230.405) relating to the offering prepared by or on behalf of the issuer or used or referred to by the issuer and, in the case of an issuer that is an open-end management company registered under the Investment Company Act of 1940 ( 15 U.S.C. 80a-1et seq.), any summary prospectus relating to the offering provided pursuant to Rule 498 ( § 230.498);

(3) The portion of any other free writing prospectus (or, in the case of an issuer that is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940 ( 15 U.S.C. 80a-2(a)(48)), any advertisement pursuant to Rule 482 (§ 230.482)) relating to the offering containing material information about the issuer or its securities provided by or on behalf of the issuer; and

(4) Any other communication that is an offer in the offering made by the issuer to such person.

Notes to paragraph (a) of Rule 159A.

1. For purposes of paragraph (a) of this section, information is provided or a communication is made by or on behalf of an issuer if an issuer or an agent or representative of the issuer authorizes or approves the information or communication before its provision or use. An offering participant other than the issuer shall not be an agent or representative of the issuer solely by virtue of its acting as an offering participant.

2. Paragraph (a) of this section shall not affect in any respect the determination of whether any person other than an issuer is a “seller” for purposes of section 12(a)(2) of the Act.

(b)Definition of by means of for purposes of section 12(a)(2) of the Act.

(1) For purposes of section 12(a)(2) of the Act only, an offering participant other than the issuer shall not be considered to offer or sell securities that are the subject of a registration statement by means of a free writing prospectus as to a purchaser unless one or more of the following circumstances shall exist:

(i) The offering participant used or referred to the free writing prospectus in offering or selling the securities to the purchaser;

(ii) The offering participant offered or sold securities to the purchaser and participated in planning for the use of the free writing prospectus by one or more other offering participants and such free writing prospectus was used or referred to in offering or selling securities to the purchaser by one or more of such other offering participants; or

(iii) The offering participant was required to file the free writing prospectus pursuant to the conditions to use in Rule 433 ( § 230.433).

(2) For purposes of section 12(a)(2) of the Act only, a person will not be considered to offer or sell securities by means of a free writing prospectus solely because another person has used or referred to the free writing prospectus or filed the free writing prospectus with the Commission pursuant to Rule 433.

[ 70 FR 44805, Aug. 3, 2005, as amended at 74 FR 4584, Jan. 26, 2009]

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.

This list is taken from the Parallel Table of Authorities and Rules provided by GPO [Government Printing Office].

It is not guaranteed to be accurate or up-to-date, though we do refresh the database weekly. More limitations on accuracy are described at the GPO site.


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

§ 77d note - 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

§ 77r - Exemption from State regulation of securities offerings

§ 77s - Special powers of Commission

§ 77z-3 - General exemptive authority

§ 77sss - Rules, regulations, and orders

§ 78c - Definitions and application

§ 78d - Securities and Exchange Commission

§ 78j - Manipulative and deceptive devices

§ 78l - Registration requirements for securities

§ 78m - Periodical and other reports

§ 78n - Proxies

§ 78o - Registration and regulation of brokers and dealers

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

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

§ 78ll - Requirements for the EDGAR system

§ 78mm - General exemptive authority

15 U.S. Code § 78o–7 - Registration of nationally recognized statistical rating organizations

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

§ 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 05-Jun-2018 04:15

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

  • 2018-06-11; vol. 83 # 112 - Monday, June 11, 2018
    1. 83 FR 26891 - Request for Comment on Fund Retail Investor Experience and Disclosure
      GPO FDSys XML | Text
      SECURITIES AND EXCHANGE COMMISSION
      Request for comment.
      Comments should be received on or before October 31, 2018.
      17 CFR Parts 210, 229, 230, 232, 240, 270, and 274