What do US rules say about sending pre-deal research to US investors?
A research report promoting an issuer during a deal can itself count as an offer under US securities law. Regulation S takes an offering outside US registration if it is offshore and nothing is aimed at the US market. Rule 144A is a separate route for resales to qualified institutional buyers. For a bank managing an offering, FINRA Rule 2241 sets quiet periods after it, and Regulation AC requires an analyst certification on each report.
| When research can go out | How long records must be kept |
|---|---|
| Regulation S: no selling effort aimed at the US. Under the SEC’s 1998 guidance, a website is not treated as aimed at the US if it names the countries it is meant for, excludes the US, and has procedures to prevent sales to US persons. Whether a waiting period applies depends on the offering’s Rule 902 category: none for Category 1, up to one year for Category 3. FINRA Rule 2241: a manager or co-manager must observe a quiet period of at least 10 days after an IPO and at least 3 days after a secondary offering. | Not stated. We have not verified the retention periods in SEC Rule 17a-4(e). |
What do the United States rules say, and where does each come from?
Securities Act s.5 and Regulation S: offering outside the United States
Section 5 bars offering a security in the US before registration, and "offer" is defined so broadly that a research report promoting an issuer during a deal can itself be an illegal offer. Regulation S takes an offering outside US registration if it is an offshore transaction with no "directed selling efforts" — activity that could reasonably be expected to condition the US market (Rule 902(c)). The SEC's 1998 statement on offshore internet offers says a website is not treated as targeting the US if it carries a prominent disclaimer naming the countries it is meant for and excluding the US, and uses procedures reasonably designed to prevent sales to US persons. A generic "not where prohibited" line is not enough. 17 CFR Part 230
Rule 902 categories: how long the restriction lasts
The waiting period, called the distribution-compliance period, depends on the offering's category. Category 1 has none. Category 3 runs 40 days for debt, six months for equity of a reporting issuer and one year for equity of a non-reporting issuer. A first-time Indian issuer with no US listing normally falls in Category 1, but that turns on the "substantial US market interest" test in Rule 902(j), which is a question for counsel on each deal. Rule 902
FINRA Rule 2241 and Regulation AC: quiet periods and analyst certification
A manager or co-manager must have policies setting quiet periods of at least 10 days after an IPO and at least 3 days after a secondary offering (Rule 2241(b)(2)(I)). Investment-banking staff may not review research before publication, and analysts must be shielded from banking pressure. The old 15-day quiet period around lock-up expiry no longer exists; Rule 2241 replaced NASD 2711 in 2015, not 2016 as is widely repeated. Regulation AC (17 CFR 242.501) requires each report to carry the analyst's certification that the views are their own. FINRA Rule 2241 · 17 CFR Part 242
SEC Rule 17a-4: recordkeeping format
Rule 17a-4 sets how broker-dealer records must be kept. Since the 2022 amendments (Release 34-96034, broker-dealer compliance from 3 May 2023), a compliant audit trail can satisfy it instead of write-once storage. The specific retention periods in 17 CFR 240.17a-4(e) are not yet verified in our research, so we do not quote them. SEC Release 34-96034
Not legal advice. Every figure above carries the instrument and provision it comes from, and links to the primary source; where we could not verify one, the text says so rather than guessing. Confirm your own obligations with your counsel or compliance team.
Last reviewed 5 October 2026
How United States compares with other jurisdictions
| Jurisdiction | When research can go out | How long records must be kept |
|---|---|---|
| India | A manager or co-manager must not publish research for 40 days after an IPO is priced, or 10 days after an FPO is priced (Research Analysts Regulations 2014, Reg. 18). There is no post-listing blackout in ICDR. Nothing outside the offer document may go to any group of investors or to a research analyst (ICDR Sch. IX(10)). | Merchant-banker records: 8 financial years (Merchant Bankers Reg. 16(1)). Insider-information database: 8 years (PIT Reg. 3(6)). Research-analyst records: 5 years (RA Reg. 25(2)). |
| United States | Regulation S: no selling effort aimed at the US. Under the SEC’s 1998 guidance, a website is not treated as aimed at the US if it names the countries it is meant for, excludes the US, and has procedures to prevent sales to US persons. Whether a waiting period applies depends on the offering’s Rule 902 category: none for Category 1, up to one year for Category 3. FINRA Rule 2241: a manager or co-manager must observe a quiet period of at least 10 days after an IPO and at least 3 days after a secondary offering. | Not stated. We have not verified the retention periods in SEC Rule 17a-4(e). |
| United Kingdom | Research must not be disseminated until the approved prospectus or registration document has been published under PRM 9.5 (COBS 11A.1.4F). The 7-day wait was removed on 5 August 2026 (PS26/16). | At least 5 years (SYSC 9.1.2R). The FCA may require up to 7 under the onshored MiFID Organisational Regulation. |
| European Union | No fixed waiting period at EU level. Research must be correctly labelled as research or as a marketing communication, with conflicts controls (Del. Reg. (EU) 2017/565 Arts. 36–37). A recommendation must carry the content and disclosures in MAR Art. 20 and Del. Reg. 2016/958. | 5 years; up to 7 if the regulator requests (MiFID II Art. 16(7) with 2017/565 Art. 76(8)) |
| Hong Kong | A manager, sponsor, listing agent or underwriter must not issue research for 40 days after an IPO is priced, or 10 days after a secondary offering is priced (SFC Code para. 16.5(g)). There is no pre-listing quiet period in the Code. | Not set in paragraph 16. Not yet verified elsewhere, so we quote none |
| Singapore | Not summarised. The commonly quoted Singapore rule rests on a secondary source: we could not confirm that SFA 2001 s.251(9) exists, and as reported it is a deadline to distribute before lodgement, not a blackout. We will summarise it once the section has been read in full. SFA 2001 | |
Common questions about the United States rules
Can pre-deal research go to US investors on a Regulation S offering?
Regulation S covers offshore transactions with no directed selling efforts in the US. A research report promoting the issuer during a deal can itself count as an offer under Securities Act s.5. Under the SEC's 1998 guidance, a website is not treated as targeting the US if it carries a prominent disclaimer naming the countries it is meant for and excluding the US, and uses procedures reasonably designed to prevent sales to US persons. How this applies to a particular deal is a question for its counsel.
What is the FINRA quiet period after an IPO?
At least 10 days after an IPO and at least 3 days after a secondary offering, for a manager or co-manager, under FINRA Rule 2241(b)(2)(I). The 15-day quiet period around lock-up expiry that some sources still quote was removed when Rule 2241 replaced NASD 2711 in 2015.
Does an Indian IPO fall in Regulation S Category 1?
Usually, if the issuer has no US listing, but not automatically. It depends on whether there is "substantial US market interest" in the securities under Rule 902(j). That is a per-deal question for counsel.
Who counts as a QIB under Rule 144A?
Broadly, an institution that owns and invests at least $100 million in securities of unaffiliated issuers, or a registered dealer with $10 million when trading for its own account. The seller must take reasonable steps to make the buyer aware that Rule 144A is being relied on. India's QIB, defined in SEBI ICDR, is a different test for a different tranche.
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