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According to Securities and Exchange Commission (SEC) precedent and lore, preregistration offers to potential investors, generally known as "gun-jumping," may improperly prime the market for a securities offering.1 Such offers are illicit because Section 5 of the Securities Act of 1933 prohibits offers of securities prior to the time a registration statement covering the offering is filed with the SEC.2 Anti-solicitation rules were also imposed on private placements and analyst communications. If a private placement was generally advertised, it could no longer be classified as a private placement but instead became a public offering. Investment banks were subject to a "quiet period" with regard to research reports in advance of an initial public offering (IPO) or until 40 days after completion of an offering.

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