17 CFR 230.166 - Exemption from section 5(c) for certain communications in connection with business combination transactions.

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§ 230.166 Exemption from section 5(c) for certain communications in connection with business combination transactions.
Preliminary Note:

This section is available only to communications relating to business combinations. The exemption does not apply to communications that may be in technical compliance with this section, but have the primary purpose or effect of conditioning the market for another transaction, such as a capital-raising or resale transaction.

(a) Communications. In a registered offering involving a business combination transaction, any communication made in connection with or relating to the transaction before the first public announcement of the offering will not constitute an offer to sell or a solicitation of an offer to buy the securities offered for purposes of section 5(c) of the Act (15 U.S.C. 77e(c)), so long as the participants take all reasonable steps within their control to prevent further distribution or publication of the communication until either the first public announcement is made or the registration statement related to the transaction is filed.

(b) Definitions. The terms business combination transaction, participant and public announcement have the same meaning as set forth in § 230.165(f).

[64 FR 61450, Nov. 10, 1999]

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United States Code
Statutes at Large

Title 17 published on 2015-04-01

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

  • 2015-11-10; vol. 80 # 217 - Tuesday, November 10, 2015
    1. 80 FR 69786 - Exemptions To Facilitate Intrastate and Regional Securities Offerings
      GPO FDSys XML | Text
      SECURITIES AND EXCHANGE COMMISSION
      Proposed rules.
      Comments should be received by January 11, 2016.
      17 CFR Part 230