SECURITIES REGULATION

1
SECURITIES REGULATION

• Post-Effective Period

2
Hypo 5 FWP

• Can issuer mail rocket fuel pamphlet to
  selected investors?
• Can exec give interview to mag about how offering
  will expand business?
• Can UW send pamphlet to dealers and investors
  with terms, analysis of value, cc of SP,
  conversations with CFO (not filed with SEC)?
• Can broker at UW send same pamphlet to investors?
• Can issuer record and post road show on website?
• Can UW send email to investor clients with link
  to SP and to news articles about offering?

3
What About Analysts?

• Need safe harbors if issuer is already in
  secondary market
• Safe harbors for BD analyst reports
• Rule 137
• Rule 138
• Rule 139
• FWPs

4
Hypo 6 Analysts, Etc.

• Can WSJ reporter publish story with profit
  projections after seeing Rule 135 notice?
• OK not issuer, UW, or dealer under 4(1)
• Can analyst who covers industry for unrelated BD
  write first research report on issuer?
• OK under Rule 137 (could also use 4(3)
  exemption if outside time period)
• Can analyst who covers industry for UW write
  first research report on issuer and send in UWs
  monthly letter?
• No Rule 139 not avail for Smartway could only
  treat as FWP
• If issuer previously sold bonds in pvt placement,
  can UW analyst publish report on bonds only?
• No Rule 138 not avail for Smartway

5
Post-Effective Period

• Timing on going effective 20 days vs. delaying
  amend.
• 33 Act 5(a) no longer applies sales can begin
• 33 Act 5(b)(2) no transmission of secs w/o SP
  (only 10(a) SP SP)
• 33 Act 5(b)(1) no written or broadcast offers
  w/o SP
• 33 Act 2(a)(10)(a) free writing is not P if
  accompanied by SP

6
SP Delivery

• 33 Act 4(1) secondary market exemption
• 33 Act 4(4)
• 33 Act 4(3) and Rule 174 time limits on SP
  requirement for dealers who are not UWs
• Rule 172 access delivery
• So whats use of time limits in 4(3) and 174?