Pre-deal research distribution, defined.
Written for deal teams rather than lawyers. Each term carries the instrument that gives it meaning, and says plainly where a widely repeated rule does not exist.
Pre-deal research #
Sell-side research on an IPO-bound issuer, written by analysts at the syndicate banks and distributed to institutional investors before the offer opens. In India it is expressly permitted as investor education by the proviso to Reg. 18(6) of the SEBI (Research Analysts) Regulations 2014.
Connected research #
Research by an analyst at a bank that is part of the syndicate. Governed in the UK (UK rules) by FCA COBS 11A and in the EU (EU rules) by Article 37 of Commission Delegated Regulation (EU) 2017/565 — an Article of the Delegated Regulation, not of MiFID II itself.
Quiet period #
The window in which a firm connected to an offering must not issue research on the issuer. The verified day counts: India — 40 days after IPO pricing, 10 days after FPO pricing for a manager or co-manager (SEBI RA Regs 2014, Reg. 18, see India); United States — at least 10 days after an IPO, 3 days after a secondary (FINRA 2241(b)(2)(I)); Hong Kong — 40 days after IPO pricing, 10 days after a secondary (SFC Code para. 16.5(g)). What does not exist: a post-listing research blackout in SEBI ICDR, and a pre-listing quiet period in the SFC Code. A numeric window not listed here is most likely firm policy, not law. We avoid the word "blackout" because some platforms use it to mean document-access expiry, which is a different thing entirely.
Rule pack #
A versioned set of jurisdiction rules — restriction windows, eligibility, consent, disclaimers, retention — held as data with an effective date, never as code. A deal pins the version in force at go-live and keeps it; a rule change becomes a new version with a migration note, never an edit to a version a live deal is running on. A pack whose parameters we have not verified against a primary source stays in draft and cannot be pinned.
Gate sequence #
The five ordered checks every investor passes before a page renders: e-delivery consent, country, investor category, deal stage, disclaimer acceptance. Each is logged pass or fail with the input that decided it and the rule id. Every failure path denies.
Self-certification #
The investor's own declaration of country and category, timestamped and stored as evidence, cross-checked against IP geolocation. Under Reg S it is how a non-US-person determination is recorded.
QIB #
Qualified Institutional Buyer, as defined by SEBI ICDR in India or Rule 144A in the US. Different definitions; both are eligible categories in their respective packs.
Professional client #
The UK and EU client category that may receive certain material without retail protections. Roughly the gate equivalent of "institutional investor only".
Regulation S #
The US safe harbour for offshore offerings. It requires no directed selling efforts into the United States. The distribution compliance period depends on the offering’s Rule 902 category.
UPSI #
Unpublished price sensitive information under the SEBI PIT Regulations 2015 (see the India rules). Since 10 June 2025 the definition expressly includes a fund raising proposed to be undertaken. Access logs feed the structured digital database, which under Reg. 3(5) may not be outsourced.
Structured digital database (SDD) #
The internal record of who received UPSI, required by SEBI PIT Reg. 3(5) and preserved for not less than eight years under Reg. 3(6). OfferingDesk produces the access record in the fields Reg. 3(5) names; it does not become your SDD, because the regulation forbids outsourcing it.
Durable medium #
A UK and EU concept (FCA Glossary G1286, COBS 2.2A): a format the recipient can store and reproduce unchanged. The US equivalent for e-delivery is affirmative consent under ESIGN.
Content parity #
The requirement that everyone in a tranche receives the identical artefact. In India it comes from ICDR Schedule IX(10): nothing extraneous to the offer document may go to a section of investors or to a research analyst. An exception has to be an explicit, approved, logged act.
WORM #
Write-once, read-many storage, used for signed audit-chain heads so a record cannot be altered after the fact. Since SEC Release 34-96034 (2022) a compliant audit trail is an accepted alternative to WORM media for 17a-4 purposes.
Watermark #
Per-viewer identity text — name or email, timestamp in IST and UTC, deal id and recipient serial number — composited into the page image server-side, not overlaid in the browser. No rule in any market we have checked mandates watermarking: it is a control, not a requirement.
Recipient serial number (RSN) #
An individually numbered copy issued to each reader against a register, allocated on first open and fixed for the life of the deal. If it cannot be allocated, the page does not render. Market practice serving a record-keeping duty — no market we have checked names a serial number as the way to evidence recipients, and we do not sell it as one.
Evidence export #
CSV plus a signed PDF containing every event, the pinned rule-pack version and every disclaimer version, with the chain-head hash. The export is itself an audited event.
Deny by default #
The architectural rule that a deal cannot include a jurisdiction with no verified rule pack, and that any failure in the gate — including a geo-IP lookup failure — denies rather than passes.
Definitions describe the terms as the cited instruments use them. Not legal advice.
18 terms · last reviewed 5 October 2026
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Every term above maps to a rule pack. See how each one is handled in a deal room.