Regulation M

Summary

This practice note discusses Regulation M, including key definitions, affected persons, and restricted activities. The U.S. Securities and Exchange Commission (SEC) adopted Regulation M to prevent the manipulation of the price of a security during an offering of the security. Accordingly, it restricts the activities issuers of securities and other participants in an offering may engage in before and during a securities offering. This practice note discusses the key aspects of Regulation M—including persons affected, restricted periods, prohibited activities, exemptions, passive market makers, stabilization, and short selling—and offers practical tips to SEC avoid enforcement actions.