C.F.R. » Title 17 » CHAPTER II—SECURITIES AND EXCHANGE COMMISSION › PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

17 C.F.R. § 230.174

Delivery of prospectus by dealers; exemptions under section 4(3) of the Act

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The obligations of a dealer (including an underwriter no longer acting as an underwriter in respect of the security involved in such transactions) to deliver a prospectus in transactions in a security as to which a registration statement has been filed taking place prior to the expiration of the 40- or 90-day period specified in section 4(3) of the Act after the effective date of such registration statement or prior to the expiration of such period after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter after such effective date, whichever is later, shall be subject to the following provisions:

(a) No prospectus need be delivered if the registration statement is on Form F-6 (§ 239.36 of this chapter).

(b) No prospectus need be delivered if the issuer is subject, immediately prior to the time of filing the registration statement, to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934.

(c) Where a registration statement relates to offerings to be made from time to time no prospectus need be delivered after the expiration of the initial prospectus delivery period specified in section 4(3) of the Act following the first bona fide offering of securities under such registration statement.

(d) If (1) the registration statement relates to the security of an issuer that is not subject, immediately prior to the time of filing the registration statement, to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, and (2) as of the offering date, the security is listed on a registered national securities exchange or authorized for inclusion in an electronic inter-dealer quotation system sponsored and governed by the rules of a registered securities association, no prospectus need be delivered after the expiration of twenty-five calendar days after the offering date. For purposes of this provision, the term offering date refers to the later of the effective date of the registration statement or the first date on which the security was bona fide offered to the public.

(e) Notwithstanding the foregoing, the period during which a prospectus must be delivered by a dealer shall be:

(1) As specified in section 4(3) of the Act if the registration statement was the subject of a stop order issued under section 8 of the Act; or

(2) As the Commission may provide upon application or on its own motion in a particular case.

(f) Nothing in this section shall affect the obligation to deliver a prospectus pursuant to the provisions of section 5 of the Act by a dealer who is acting as an underwriter with respect to the securities involved or who is engaged in a transaction as to securities constituting the whole or a part of an unsold allotment to or subscription by such dealer as a participant in the distribution of such securities by the issuer or by or through an underwriter.

(g) If the registration statement relates to an offering of securities of a “blank check company,” as defined in Rule 419 under the Act (17 CFR 230.419), the statutory period for prospectus delivery specified in section 4(3) of the Act shall not terminate until 90 days after the date funds and securities are released from the escrow or trust account pursuant to Rule 419 under the Act.

(h) Any obligation pursuant to Section 4(3) of the Act and this section to deliver a prospectus, other than pursuant to paragraph (g) of this section, may be satisfied by compliance with the provisions of Rule 172 (§ 230.172).

[35 FR 18457, Dec. 4, 1970, as amended at 48 FR 12347, Mar. 24, 1983; 53 FR 11845, Apr. 11, 1988; 57 FR 18043, Apr. 28, 1992; 70 FR 44809, Aug. 3, 2005]
Notes of Decisions
Cited in 20 cases, 1995–2020 · leading case: In Re SCOR Holding (Switzerland) AG Litig., 537 F. Supp. 2d 556 (S.D.N.Y. 2008).
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In Re SCOR Holding (Switzerland) AG Litig., 537 F. Supp. 2d 556 (S.D.N.Y. 2008). · cites it 3× “§ 77d(3)(B), the SEC has promulgated 17 C.F.R. § 230.174 (d), which shortens the Prospectus Delivery Period to twenty-five days with respect to aftermarket purchases made in connection with registered shares traded on a major exchange and issued by a company not previously…”
Robert Yates v. Mun. Mortg. & Equity, 744 F.3d 874 (4th Cir. 2014). “§§ 77d(a)(3), 77e(b) (prospectus delivery requirement); 17 C.F.R. § 230.174 (obligations of broker-dealers to comply with prospectus delivery requirements).”
A.S. Goldmen & Co., Inc. v. New Jersey Bureau of Sec., Appellant, 163 F.3d 780 (3rd Cir. 1999). · cites it 2× “See 17 C.F.R. § 230.174 (d) (1992). Accordingly, in May 1996, Goldmen concurrently filed registration statements with the SEC, and also attempted to register the offering “by qualification” with state regulatory authorities in over a dozen states, including New Jersey.”
In Re Giant Interactive Grp., Inc. Sec. Litig., 643 F. Supp. 2d 562 (S.D.N.Y. 2009). · cites it 2× “§§ 77d, 77e; 17 C.F.R. § 230.174 ). To the extent that shares of Giant were purchased in the aftermarket from the Underwriter Defendants acting as dealers who had an obligation to distribute a prospectus, Section 12(a)(2) liability could attach.”
Bell v. Ascendant Solutions, Inc., 422 F.3d 307 (5th Cir. 2005). “” See 17 C.F.R. § 230.174 (d). The good times were short-lived: On January 24, 2000, Ascendant announced that problems with its capacity to provide the requisite software services had caused it to lose three of its seven customers, including one featured in Ascendant’s…”
Howard Greenberg v. Bear, Stearns & Co., Bear, Stearns & Co., Inc., & Bear, Stearns Sec. Corp., 220 F.3d 22 (2d Cir. 2000). “Third, Greenberg contends that Bear Stearns failed to comply with 17 C.F.R. § 230.174 , which requires delivery of a prospectus in connection with the sale of newly issued securities.”
In Re Initial Pub. Offering Sec. Litig., 544 F. Supp. 2d 277 (S.D.N.Y. 2008). “See 17 C.F.R. §§ 230.174 (d), 242.101(a). 130 .”
In re Mun. Mortg. & Equity, LLC, 876 F. Supp. 2d 616 (D. Maryland 2012). “97] 28 (citing 17 C.F.R. § 230.174 (2009)). Defendants also argue that because Dammeyer's purchase price was $26.”
Feiner v. Ss&c Tech., Inc., 47 F. Supp. 2d 250 (D. Conn. 1999). · cites it 2× “Under such a reading of § 12(a)(2), the statutory and regulatory framework would require that a prospectus be delivered for a certain number of days after the beginning of an offering, but' would not require that the statements in that prospectus be truthful and non-deceptive.”
In re Infineon Tech. AG Sec. Litig., 266 F.R.D. 386 (N.D. Cal. 2009). · cites it 2× “See 17 C.F.R. §§ 230.174 (d), 242.1019b(l). .”
In re Bank of Am. Corp. Sec., Derivative, & Emp. Ret. Income Sec. Act (ERISA) Litig., 281 F.R.D. 134 (S.D.N.Y. 2012). “(citing 17 C.F.R. §§ 230.174 (d), 242.101(b)(1).) In re IPO also observed that, pursuant to the allegations in that case, plaintiffs alleged that the market was slow to correct allegedly inflated share prices despite “widespread knowledge” of defendants’ alleged market…”
Sec. & Exch. Comm'n v. Raymond J. McNamee, 481 F.3d 451 (7th Cir. 2007). “See Rule 174, 17 C.F.R. § 230.174 . The Securities and Exchange Commission sought equitable relief, and on July 25, 2005, the district court issued a temporary restraining order directing McNamee and all other participants to comply with the registration requirement.”
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