17 CFR 243.100 - General rule regarding selective disclosure.
(a) Whenever an issuer, or any person acting on its behalf, discloses any material nonpublic information regarding that issuer or its securities to any person described in paragraph (b)(1) of this section, the issuer shall make public disclosure of that information as provided in § 243.101(e):
(ii) Who is an investment adviser, as that term is defined in Section 202(a)(11) of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b-2(a)(11)); an institutional investment manager, as that term is defined in Section 13(f)(6) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m(f)(6)), that filed a report on Form 13F ( 17 CFR 249.325) with the Commission for the most recent quarter ended prior to the date of the disclosure; or a person associated with either of the foregoing. For purposes of this paragraph, a “person associated with an investment adviser or institutional investment manager” has the meaning set forth in Section 202(a)(17) of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b-2(a)(17)), assuming for these purposes that an institutional investment manager is an investment adviser;
(iii) Who is an investment company, as defined in Section 3 of the Investment Company Act of 1940 ( 15 U.S.C. 80a-3), or who would be an investment company but for Section 3(c)(1) ( 15 U.S.C. 80a-3(c)(1)) or Section 3(c)(7) ( 15 U.S.C. 80a-3(c)(7)) thereof, or an affiliated person of either of the foregoing. For purposes of this paragraph, “ affiliated person” means only those persons described in Section 2(a)(3)(C), (D), (E), and (F) of the Investment Company Act of 1940 ( 15 U.S.C. 80a-2(a)(3)(C), (D), (E), and (F)), assuming for these purposes that a person who would be an investment company but for Section 3(c)(1) ( 15 U.S.C. 80a-3(c)(1)) or Section 3(c)(7) ( 15 U.S.C. 80a-3(c)(7)) of the Investment Company Act of 1940 is an investment company; or
(iv) Who is a holder of the issuer's securities, under circumstances in which it is reasonably foreseeable that the person will purchase or sell the issuer's securities on the basis of the information.
(i) To a person who owes a duty of trust or confidence to the issuer (such as an attorney, investment banker, or accountant);
(ii) To a person who expressly agrees to maintain the disclosed information in confidence;
(iii) In connection with a securities offering registered under the Securities Act, other than an offering of the type described in any of Rule 415(a)(1)(i) through (vi) under the Securities Act ( § 230.415(a)(1)(i) through (vi) of this chapter) (except an offering of the type described in Rule 415(a)(1)(i) under the Securities Act ( § 230.415(a)(1)(i) of this chapter) also involving a registered offering, whether or not underwritten, for capital formation purposes for the account of the issuer (unless the issuer's offering is being registered for the purpose of evading the requirements of this section)), if the disclosure is by any of the following means:
(A) A registration statement filed under the Securities Act, including a prospectus contained therein;
(B) A free writing prospectus used after filing of the registration statement for the offering or a communication falling within the exception to the definition of prospectus contained in clause (a) of section 2(a)(10) of the Securities Act;
(C) Any other Section 10(b) prospectus;
- 17 CFR 243.102 — No Effect on Antifraud Liability.
- 17 CFR 230.163A — Exemption From Section 5(c) of the Act for Certain Communications Made by or on Behalf of Issuers More Than 30 Days Before a Registration Statement Is Filed.
- 17 CFR 249.308 — Form 8-K, for Current Reports.
- 17 CFR 230.163 — Exemption From Section 5(c) of the Act for Certain Communications by or on Behalf of Well-Known Seasoned Issuers.
- 17 CFR 243.103 — No Effect on Exchange Act Reporting Status.
- 17 CFR 243.101 — Definitions.