New Issue Allocations and Spinning

What this video covers

• Why the new issue definition is the trigger, and why these allocation rules do not apply when the offering is not a new issue
• How to distinguish prohibited quid pro quo conduct, including offering or threatening to withhold shares for compensation excessive in relation to services provided
• How the spinning tests use a 12-month compensation lookback, a 3-month look-forward, and express or implied conditions for future investment banking business
• How beneficial interest, material support, and the 25% aggregate account threshold affect allocation eligibility
• The four conditions for the anti-dilution carve-out, and the difference between its pre-filing and post-effective 3-month clocks
• When issuer-directed and foreign non-member broker-dealer exceptions apply, and how written representations expire after 12 months while related records must be kept for 3 years
• How the book-running lead manager handles allocation reports, lockup release notices, and returned shares trading at a premium