SEC Communications Rules for Issuers in Registered Offerings (Chart)

Summary

This chart provides an overview of the communications safe harbors available to issuers in a registered offering of securities (other than for business combination transactions). Certain communications made by an issuer during a securities offering may be considered an offer of securities under the Securities Act of 1933, as amended (Securities Act). Specifically, Section 5 of the Securities Act (15 U.S.C. § 77e) prohibits offering to sell any security unless a registration statement has been filed with the Securities and Exchange Commission (SEC) or an exemption applies. Offering a security in violation of Section 5 is referred to as gun jumping, and can result in the imposition of so-called cooling off periods that may delay the offering or prevent it from taking place, as well as fines, sanctions, or rescission rights.