Communications Guidelines: Post-filing Period
Acceptable communications:
- • Offers. All kinds of offers are now acceptable.
- • Sales. Sales are now acceptable, but they must be accompanied or preceded by a prospectus.
Prohibited communications:
- • Research communications about IPOs. Research analysts that work for a company that is either a lead manager or a co-manager of an IPO may not make public appearances regarding the issuer for 40 days from the beginning of the offering. Lead managers or co-managers may not publish research reports regarding the issuer for 40 days from the beginning of the offering. This is called a quiet period; it can also be referred to as a black-out period.
- • Research communications about follow-on offerings. Research analysts that work for either a lead manager or a co-manager of a follow-on offering may not make public appearances regarding the issuer for 10 days from the beginning of the offering. Moreover, lead managers or co-managers may not publish research reports regarding the issuer for 10 days from the beginning of the offering. This is a quiet period. There is an exception to this rule for “actively traded” securities.
- • Research communications surrounding lock-up agreements. A lock-up agreement is a contract between underwriters and company insiders that prohibits them from selling any shares of a newly issued stock for a specified period of time after the public offering, usually 180 days. Following the lock-up period, there is a black-out period for the lead manager or co-manager of an offering. Research analysts that work for the lead manager/co-manager cannot make public appearances 15 days before or after the expiration of a lock-up period. Lead managing firms cannot publish research reports 15 days before or after the expiration of a lock-up agreement. This rule was put into place to make sure that insiders do not try to promote the security shortl