Quiet Periods Surrounding Offerings
Chapters in this video
- 0:00 The asymmetric reach: IPO syndicate vs. secondary managers
- 1:58 Calendar clock: 10 days and 3 days, not business days
- 3:12 EGC exemption and other carve-outs under the JOBS Act
- 4:39 Graveyard of dead rules: 40-day, 25-day, and 15-day traps
- 5:42 Significant-news authorization and supervisory file documentation
- 6:32 Early booster shots and double-violation exposure
- 7:35 Rapid-fire exam recap
What this video covers
- Why the IPO quiet period reaches underwriters and dealers, while the secondary quiet period covers only managers and co-managers
- How to count 10 calendar days for IPOs and 3 calendar days for secondaries, and why Friday pricing ends the blackout the second Monday after, not 10 trading days later
- Which issuers qualify as Emerging Growth Companies (EGCs) under the JOBS Act, and why EGCs have zero quiet period
- Why the old 40-day, 25-day, and 15-day lock-up-expiration quiet periods are dead rules that appear only as wrong-answer traps
- What three items must appear in the supervisory file when legal or compliance authorizes a significant-news exception during the quiet period
- Why an early booster shot before the quiet period expires creates double exposure: a Financial Industry Regulatory Authority (FINRA) research-analyst conflicts violation plus a Securities and Exchange Commission (SEC) illegal-prospectus violation
- How the participating broker research safe harbors apply, and why a premature initiation of coverage fails the regular course requirement
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