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Series 79: Underwriting & New Financing
Series 79 practice questioneasyQuiet Period

During which period is the quiet period restriction most significant in an IPO?

  1. AOnly during the 30 days after the IPO
  2. BDuring the pre-filing period before the registration statement is filed with the SEC✓ Correct answer
  3. COnly during weekends and holidays
  4. DDuring the six months after the lock-up expires
Explanation

Why BDuring the pre-filing period before the registration statement is filed with the SEC

The quiet period restriction is most significant during the pre-filing period because Section 5(c) of the Securities Act prohibits any offers to sell securities before the registration statement is filed. This means the issuer and underwriters cannot condition the market or generate interest in the upcoming offering through press releases, media interviews, or other publicity that could be construed as an offer. Violations during this period are known as 'gun jumping' and can result in SEC enforcement action or delays to the offering.

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