IPOs, Secondary Offerings and Safe Harbor: Rapid Fire

What this video covers

• Which parties Regulation M covers, how the restricted period runs from the later of one or five business days before pricing to completion, and why a prospective underwriter is included
• How the one-business-day threshold uses average daily trading volume (ADTV) of $100,000 or more and public float of $25 million or more, plus the $1 million and $150 million actively traded thresholds
• Why an off-exchange IPO trade waits for the listing exchange to disseminate an opening transaction, and why market orders are rejected while limit orders are spared
• How the Regulation M short sale rule blocks purchases in a firm commitment equity offering after a qualifying short sale, while leaving the short sale itself lawful
• The three spinning triggers, the 30-day flip rule, and when a managing underwriter's syndicate-wide penalty bid permits recouping a representative's credit
• How stabilizing differs from passive market making, including the lower-of-price limit, the National Association of Securities Dealers Automated Quotations (NASDAQ) restriction, and the 30% of ADTV or 200-share limit
• How to test the issuer repurchase safe harbor's one broker, one time, one price, and one volume conditions, plus trading plan awareness and Regulation D's registration-only exemption