SEC Approves FINRA Amendments to Implement JOBS Act Changes Regarding Research Quiet Periods and Analyst Participation in Pitch Meetings for IPOs by EGCs


On October 17, 2012, the SEC approved changes to NASD Rule 2711, as administered by the Financial Industry Regulatory Authority (FINRA), and NYSE Rule 472, to bring both rules into compliance with the JOBS Act mandate to eliminate research quiet period restrictions with respect to emerging growth companies (EGCs) and liberalize analyst participation in pitch meetings for initial public offerings (IPOs) by EGCs. The rule changes largely are consistent with the Frequently Asked Questions (FAQ) posted by the SEC’s Division of Trading and Markets on August 22, 2012.

The primary changes to Rules 2711 and 472 address the research quiet periods in connection with IPOs and secondary offerings by EGCs, both prior to and following the expiration, waiver or termination of a lock-up agreement. Offerings for EGCs are now exempt from the 40-day quiet period (for managing underwriters and co-managers) or 25-day quiet period (for other syndicate members) for IPOs, the 10-day quiet period for secondary offerings and the 15-day quiet period prior to and following the expiration, waiver or termination of a lock-up agreement. As a result, FINRA no longer restricts the publication by research analysts of research following offerings by EGCs. The members of an underwriting syndicate for an IPO, however, may continue to voluntarily observe a 25-day quiet period so as to not publish research during the period in which the final prospectus is required to be delivered.

Please see full memorandum below for more information.

LOADING PDF: If there are any problems, click here to download the file.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Skadden, Arps, Slate, Meagher & Flom LLP | Attorney Advertising

Written by:


Skadden, Arps, Slate, Meagher & Flom LLP on:

Popular Topics
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.