New Issue Allocation Restrictions

What this video covers

• Whether a given offering is a "new issue" under the narrow common-equity initial public offering (IPO) definition, and why special purpose acquisition companies (SPACs), real estate investment trusts (REITs), and business development companies (BDCs) are excluded
• Who qualifies as a restricted person beyond broker-dealer employees, including finders, fiduciaries, and the broad portfolio-manager sweep across hedge funds, mutual funds, banks, insurance companies, and registered investment advisers
• When family members of broker-dealer personnel become restricted, and why family relationship alone is insufficient without material support, employment at the selling member, or allocation control
• The three critical numbers: 10% de minimis restricted-person interest for institutional accounts, 12 months for refreshing written eligibility representations, and three years for record retention after the last sale
• What the fixed-price offering rule prohibits during distribution, including indirect economic equivalents like free research or below-market brokerage services, and when the restriction naturally expires
• How the pre-listing transaction rule blocks off-exchange and over-the-counter (OTC) trades until the security opens on its listing exchange
• The timing and content of mandatory FINRA notifications, including next-business-day pricing notices and which filing obligations fall exclusively on the book-running manager