Regulation M: Stabilization and Distribution
Chapters in this video
- 0:00 Priya's problem: Riley and the syndicate desk
- 0:56 Distribution participants versus issuers and tighter exceptions
- 2:07 ADTV and public float: the two-Test restricted period
- 3:46 Distribution notice timing and math documentation
- 4:53 Stabilization as legal manipulation and price ceilings
- 6:12 One bid per market, disclosure, and NASDAQ flagging
- 6:46 Penalty bids and recouping selling concessions
- 7:23 Stabilization record keeping requirements
- 8:00 90-day settlement clock and syndicate settlement date
- 9:00 Rapid-fire exam recap
What this video covers
- How the one-day restricted period requires both the $100,000 ADTV threshold and the $25 million public float threshold, and why missing either trips the five-day period
- The exact timing of the distribution notice to FINRA and why documenting the ADTV and public float math matters more than the conclusion
- Why distribution participants have broader exceptions than issuers and their affiliates, and how passive market making is off-limits on the issuer side
- The stabilization bid ceiling as the lower of offering price or highest current independent bid, and why the offering price is a hard cap
- The single-bid-per-market rule, prospectus disclosure requirement, and NASDAQ stabilizing bid flag for permitted legal manipulation
- How penalty bids recoup selling concessions from syndicate members whose customers flip shares, and why this discourages allocations to flippers
- Why the 90-day syndicate settlement clock starts on the syndicate settlement date, not the closing date, and how stabilization losses hit the final account
Read the full lesson, free
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