Contact Us

If you still have questions or prefer to get help directly from an agent, please submit a request.
We’ll get back to you as soon as possible.

Please fill out the contact form below and we will reply as soon as possible.

  • Courses
  • Find a Job
  • Tutoring
  • Home
  • Law, Transactions, & Risk Management
  • Business Transactions, Antitrust, & Securities Law

Securities Issuance - Post-filing Waiting Period - Explained

What is the Post-Filing Waiting Period?

Written by Jason Gordon

Updated at September 25th, 2021

Contact Us

If you still have questions or prefer to get help directly from an agent, please submit a request.
We’ll get back to you as soon as possible.

Please fill out the contact form below and we will reply as soon as possible.

  • Marketing, Advertising, Sales & PR
    Principles of Marketing Sales Advertising Public Relations SEO, Social Media, Direct Marketing
  • Accounting, Taxation, and Reporting
    Managerial & Financial Accounting & Reporting Business Taxation
  • Professionalism & Career Development
  • Law, Transactions, & Risk Management
    Government, Legal System, Administrative Law, & Constitutional Law Legal Disputes - Civil & Criminal Law Agency Law HR, Employment, Labor, & Discrimination Business Entities, Corporate Governance & Ownership Business Transactions, Antitrust, & Securities Law Real Estate, Personal, & Intellectual Property Commercial Law: Contract, Payments, Security Interests, & Bankruptcy Consumer Protection Insurance & Risk Management Immigration Law Environmental Protection Law Inheritance, Estates, and Trusts
  • Business Management & Operations
    Operations, Project, & Supply Chain Management Strategy, Entrepreneurship, & Innovation Business Ethics & Social Responsibility Global Business, International Law & Relations Business Communications & Negotiation Management, Leadership, & Organizational Behavior
  • Economics, Finance, & Analytics
    Economic Analysis & Monetary Policy Research, Quantitative Analysis, & Decision Science Investments, Trading, and Financial Markets Banking, Lending, and Credit Industry Business Finance, Personal Finance, and Valuation Principles
  • Courses
+ More

Table of Contents

What are the limitations on an issuer during the Post-Filing Waiting Period?Discussion QuestionPractice QuestionAcademic Research

What are the limitations on an issuer during the Post-Filing Waiting Period?

During the post-registration, waiting period, special rules apply to the general dissemination of information about the issuance. Generally, oral discussions or offers to buy the securities are unregulated. This allows investment banks to carry on a road show, which is a concerted effort by the bank to build a book of subscribers for the security issuance. Written offers to sell (or other solicitations) must be accompanied by a prospectus that meets statutory standards for disclosure. Anyone submitting a written request to purchase must receive a prospectus that has been reviewed and approved by the SEC. No actual sales can occur until the registration statement goes effective for any issuer.

Note: One notable exception under Rules 164 and 433, seasoned issuers and WKSI can use a free-writing prospectus, so long as it contains information on where to get the statutory prospectus. Unseasoned issuers and non-reporting issuers (IPO filers) can use free writing so long as accompanied by statutorily approved prospectus.

Next Article: Securities Registration: Post-Effective Period Back to: SECURITIES LAW

Related Topics

  • Securities Act of 1933
  • What is an Offer to Sell securities?
  • Who are the parties regulated in an offer to sell securities?
  • What are the primary disclosure documents required in an offer to sell securities?
  • Red Herring Prospectus (Securities) Definition
  • Registration of Securities
  • What is an issuer allowed to do at each stage of the registration process?
  • How are issuers classified for purposes of the registration and offering process?
  • What is an issuer allowed to do during the Pre-filing Period?
  • What are the limitations on the issuer during the Post-filing, Waiting Period?
  • What is an issuer allowed to do during the Post-Effective Period?
  • What is an Emerging-Growth Company?
  • What type of information must an issuer disclose?
  • What laws govern the mechanics of disclosure in a securities offering?
  • Deficiency Letter (Securities Law)

Discussion Question

Why do you think the securities laws closely regulate written disseminations of information during the post-filing period? Why do you think these are treated differently than oral communications? Should there be a free-writing prospectus exception for certain issuers? Why or why not?

Practice Question

ABC Corp is a well-known, seasoned issuer. It has made the registration statement with the SEC and is awaiting approval. Jamie is an investor and approaches ABC Corp (through its representative) with a written request to purchase a large block of shares. If ABC Corp chooses to respond to Jamie's inquiry with any information about the issuance, what are its obligations and limitations?

Academic Research


securities issuance post-filing waiting period

Was this article helpful?

Yes
No

Related Articles

  • Cash-Out Merger - Explained
  • Stock Appreciation Right - Explained
  • What are Securities Laws? - Explained



©2011-2023. The Business Professor, LLC.
  • Privacy

  • Questions

Definition by Author

0
0
Expand