Regulation M (Stabilization) Prospectus Disclosure
Summary
These clauses provide the Regulation M disclosure typically provided in prospectuses included in registration statements filed for public offerings of securities under the Securities Act of 1933 (Securities Act). These clauses include practical guidance and drafting notes. Rules 101 (17 C.F.R. § 242.101) and 102 (17 C.F.R. § 242.102) of Regulation M under the Securities Exchange Act of 1934 restrict the issuer, the underwriters, any selling shareholders, and other participants in a distribution of securities from bidding for, purchasing, or attempting to induce others to bid for or purchase the securities being offered (and certain related securities) during an applicable period of time. Rule 104 of Regulation M (17 C.F.R. § 242.104) regulates transactions undertaken to "stabilize" the market and is applicable to all offerings of securities regardless of whether there is a distribution. A distribution is an offering of securities, whether or not registered under the Securities Act, ...