Timings and Limits Flashcards
An issuer performing a 10b-18 buyback can buy at?
Greater of last transaction or highest independent bid
SAR must be filed within how many days?
30
How many days before meeting must definitive annual/special proxy be sent?
At least 20 calendar days. If making available by Internet, 40 calendar days
How many days prior to sending the definitive proxy to shareholders must prelim proxy be filed with SEC?
At least 10 calendar
When must a preliminary proxy be filed with SEC?
No later than the date first sent to shareholders
When must a FWP be filed with SEC?
No later than the date it is used
After how many days do financial statements become stale?
134 days (non WKSI) 129 days (WKSI)
Period during which a 147 (intrastate) security cannot be sold outside the state?
Nine months
Regulation A+ offerings limit over a 12 month period?
$50m (no more than $15m / 30% secondary) – exempt transactions for small businesses
Qualification for accredited investor?
$1m net worth, or $200k annual income in each of last two years ($300k for a couple)
Final settlement of a syndicate account must occur within how many days?
90 days
Additional number of shares issued under a Green Shoe Clause
15%
Proportion of BOD who must be independent to list on NYSE or Nasdaq?
Majority
Maximum number of shareholders in an S Corp?
100
Period of time Net Operating Losses can be used?
Back 2 years, forward 20 years
Filing period for a U5 on termination of an RR?
Within 30 days
Filing of an 8-K on any material event affecting issuer’s condition?
Within 4 business days
Filing period for F3 when achieving insider status?
Within 10 calendar days (owning >10% of voting securities)
Filing period for F4 on any changes in position of an insider?
Within 2 business days
Filing period for Schedule 13D when anyone acquires more than 5%?
Within 10 days (a 13G can be used by an institutional investor with no intent on control – 13G also filed within 45 days of end of year)
Qualification for use of Form S-3 (Short Form Registration)?
Reporting company for at least 12 months and have $75mm public float (voting and nonvoting common)
Period a Tender Offer must be kept open for?
20 business days (if amended 10 business days from amendment, subject to 20 business days minimum)
Purchase volume restriction in the safe harbor of Rule 10b-19 (buybacks)?
25% of ADTV over last four weeks (use only one BD, no purchases on opening of trading or end of day)
Qualification limits for a Rule 147 Intrastate offering?
80% of assets in state, 80% of revenues in state, 80% of proceeds of issue used in state, ALL investors from state
Reg S offerings cannot be resold within US for…
Debt: 40 days
Equities: One year
Number of non-acc investors in a Reg D?
No more than 35
Section 4(5) private placement registration exemption?
No more than $5m, no advertising or public solicitation, only sold to accredited investors
Reg D Private Placement Limits:
Rule 504: $1m, anyone
Rule 505: $5m, Max 35 Non-Acc
Rule 506: unlimited, Max 35 Non-Acc
Resale restrictions on Control (or Restricted held by a control person):
Over 90 days, greater of 1% outstanding shares OR AWTV over prior four weeks
Exemption on notifying SEC for Rule 144 sales of Control (or Restricted held by control person):
Sale <5000 shares or $ value < $50k
Reg M Rule 101/102 restricted period around an offering?
1 or 5 days prior to pricing, ending on completion of the distribution (5 days where Public Float less than $25m and ADTV less than $100k; 1 day where Public Float $25-150mm and ADTV at least $100k)
Rule 103 Passive Market Making is permitted when…
At least one independent MM; PSMM may not big higher than highest independent bid; PSMM DPL greater of 30% of its ADTV or 200 shares
Limits on Rule 104 stabilising bids?
Lower of public offering or the highest bid in principal market (only one syndicate member may stabilise)
Rule 105 restriction on short selling and new issues?
Cannot purchase new issue if short position executed within five days prior to pricing. Bona fide exemption if unaware and close out short position one day prior.
Registration timeline
Pre-Reg: no comms 30 days prior; Filing – 20 day cooling off period; Effective date – final statutory prospectus delivered
Aftermarket prospectus requirements?
Exchange listed IPO: 25 days
Not listed Not IPO: 40 days
Not listed IPO: 90 days
WKSI requirement
Eligible to use S3
Float of $700m common OR $1bn of nonconvertible debt
Definition of Emerging Growth Company (ref equity research blackout periods)
Revenue of less than $1bn
Equity Research Blackout Periods
IPO: 10 calendar days post effective date
Follow-on: manager only, 3 calendar days post effective date
Qualification as a REIT?
At least 75% in real estate activities; unlimited shareholders; distributes 90% of income (REIT not taxed, shareholders receive dividends taxed as ordinary income); pass through income but not losses
Currency Transaction Report filing deadline?
15 days
Conducting business in a country on OFAC list?
Notify law enforcement within 10 business days
IRC 280G golden parachute limit?
3x average annualised 5-year salary (above this level, company loses tax deductibility and individual faces 20% excise tax)
Period during which UW, selling holder or issuer may request a hearing on SEC order suspending a Reg A exemption?
30 days – otherwise the ruling becomes permanent
If requested, must be heard within 20 calendar days
Number of prospectuses to be filed with SEC?
Prelim (prior to effective date): 5
Post-effective date (final): 10
Limits on stabilising bids?
Never higher than offer price
If traded: last independent transaction, so long as current independent bid is higher
If no trades: no higher than last independent bid
Complaints must be held for how many years?
Four
Number of copies of prospectus to be filed with SEC?
Preliminary (prior to effective date): 5
Final (post effective date): 10
How many days after filing does a Registration Statement typically become effective?
20 calendar days
Holding period for restricted shares under 144?
Six months, unless non-reporting, when it’s one year
Typical lockup periods in an IPO?
180 days, although this is not statutory. 144 restrictions on volume may still apply after this
Listing requirements for NYSE?
– 400 US round lot shareholders – >1.1m outstanding shares – Market value public shares >$100m ($40m for spinout) – $4 stock price at time of listing – One of several financial tests
Duration of shelf registration?
S3 / F3 – three years
S1 – two years
