The Regulation M Restricted Period

What this video covers

• Why both the $100,000 ADTV and $25 million public-float tests must be met for the one-business-day restricted period, while all other securities use the five-business-day clock
• Why the restricted period begins on the later of the pricing-based date or the time a person becomes a distribution participant, and why merger, acquisition, and exchange offers use the first dissemination date
• How the ordinary distribution branches end when a person's participation is completed, while the merger branch ends when the entire distribution is completed
• How completion works for an issuer or selling security holder, an underwriter, and any other distribution participant, including the overallotment option proviso
• Why acquiring securities for investment is deemed distribution, and why an overallotment exercise that exceeds the net syndicate short position can keep an underwriter's participation from being completed
• The three prohibited actions: bidding for, purchasing, or attempting to induce anyone to bid for or purchase a covered security
• How the distribution participant and issuer rules route overlapping actors, why their 10-versus-7 accepted-activity lists differ, and which exempt securities and plan-purchase conditions to remember