a. Market Capitalization Threshold

b. Registered Offerings of Non-Convertible Securities Threshold

a. "Written Communication" and "Graphic Communication"

b. Comments Regarding Proposals

a. Overview

b. Exception for Regularly Released Factual Business and

i. Factual Business Information

(A) Scope of the Safe Harbor

(B) Comments on the Scope of the Safe Harbor

ii. Forward-Looking Information

(A) Scope of the Safe Harbor

iii. Conditions of Safe Harbor in Rule 168

(A) "By or on Behalf of" the Issuer

(1) Definition

(2) Comments on Definition

(B) Regularly Released Information

(1) Regularly Released Condition

(2) Comments on Regularly Released Condition

(C) Exclusion for Offering-Related Information

(1) Scope of Exclusion

(2) Comments on Exclusion

c. Exception for Regularly Released Factual Business Information

i. Scope of the Safe Harbor

ii. Comments on the Safe Harbor

a. 30-Day Bright-line Exclusion From the Prohibition on Offers

i. Scope of Exclusion

ii. Comments on 30-day Bright-line Exclusion

b. Permitted Pre-Filing Offers for Well-Known Seasoned Issuers

i. Overview

ii. Exemption for Pre-Filing Offers

iii. Comments on Exemption for Pre-Filing Offers

a. Rule 134

i. Expansion of Permitted Information

ii. Section 10 Prospectus Requirement

iii. Changes to Required Information

b. Permissible Use of Free Writing Prospectuses

i. Overview

ii. Definition of Free Writing Prospectus

(A) Scope of Definition

(B) Comments on Definition

iii. Permitted Use of a Free Writing Prospectus After the

(A) Overview

(B) Issuer Eligibility

(1) Comments on Ineligible Issuer Definition

(C) Conditions to Permitted Use of a Free Writing

(1) Prospectus Delivery or Availability

(a) Prospectus Delivery Conditions for Non

(b) Prospectus Availability Condition for

(c) Comments on Prospectus Delivery or

(2) Information in a Free Writing Prospectus

(a) Information Conditions

(b) Amendment to Rule 408

(c) Legend Condition

(i) Discussion

(ii) Cure for Unintentional or Immaterial

(iii) Impermissible Legends or Disclaimers

(3) Filing Conditions

(a) General Conditions

(i) Scope of General Conditions

(ii) Conditions Specific to Final Terms of the Securities or Offering

(iii) Asset-Backed Issuers

(iv) Comments on Filing Condition

(b) Immaterial or Unintentional Failures to File

(i) Scope of Cure Provision

(ii) Comments on Cure Provision

(4) Record Retention Condition

(a) Discussion

(b) Immaterial or Unintentional Failure to

(D) Road Shows

(1) Definition of Electronic Road Show

(2) Treatment of Electronic Road Shows

(3) Comments on Electronic Road Shows

(E) Treatment of Communications on Web Sites and Other

(1) General

(2) Historical Information on an Issuer Web Site

(3) Comments on Treatment of Communications on

(F) Media Publications or Broadcasts

(1) Overview

(2) Application of Rule 164 and Rule 433 to Media

(a) Prospectus Delivery or Availability

(i) Where Media Publications Are

(ii) Unaffiliated Media Publications

(b) Filing

(c) Issuers in the Media Business

(3) Responses to Comments on Treatment of Media

(G) Liability Issues Affecting Free Writing Prospectuses

(1) General

(2) Filed Free Writing Prospectus Not Part of

(3) Cross-Liability Issues

c. Interaction of New Communications Rules with Regulation FD

i. Amendments to Regulation FD

ii. Comments on Amendments to Regulation FD

a. Current Regulatory Treatment of Research Reports

b. Amendments to Exemptions for Research

i. Definition of Research Report

(A) Definition

(B) Comments on Definition of Research Report

ii. Rule 137

iii. Rule 138

(A) Amendments to Rule 138

(B) Comments on Rule 138 Amendments

iv. Rule 139

(A) Issuer-Specific Reports

(1) Amendments Regarding Issuer-Specific Reports

(2) Comments on Issuer-Specific Reports

(B) Industry-Related Reports

(1) Amendments Regarding Industry-Related Reports

(2) Comments on Industry-Related Reports

v. Rule 139a

vi. Research Report Amendments in Connection with

vii. Research and Proxy Solicitations

a. The Section 12(a)(2) and Section 17(a)(2) Analysis of the

b. Determination of Time of Sale

c. Termination of Old Contract and Creation or Reformation of

a. Overview

b. Information in a Prospectus

i. Mechanics

(A) Rule 430B

(B) Means for Providing Information

(C) Identification of Selling Security Holders Following

(1) Scope of Provision

(2) Comments on Identification of Selling Security

ii. Information Deemed Part of Registration Statement

iii. Date of Inclusion of Prospectus Supplements in

(A) Scope of Provisions

(B) New Effective Dates for Section 11 Purposes

(C) Comments on Prospectus Supplements and New

iv. Amendments to Rule 415

(A) Elimination of Limitation on Amount of Securities

(1) Revised Provisions

(2) Comments on Elimination of Limitation on Amount

(B) Immediate Takedowns From a Shelf Registration

(C) Eliminating "At-the-Market" Offering Restrictions for

v. Rule 424 Amendments

vi. Elimination of Rule 434

vii. Issuer Undertakings

(A) Treatment of Information in Prospectus Supplements

(B) Prospectus Supplements Deemed Part of a Registration

c. Changes to Form S-3 and Form F-3

a. Overview

i. Rule Changes

ii. Comments on Automatic Shelf Registration

b. Automatic Shelf Registration Mechanics

i. Eligibility

ii. Information in a Registration Statement

(A) Information That May be Omitted From the Base

(B) Mechanics for Including Information

(C) Registration of Securities to be Offered

(D) Pay-as-You-Go Registration Fees

(1) Pay-as-You-Go Fee Rules

(2) Comments on Pay-as-You-Go Fees

(E) Registration Under Securities Act Sections 5 and 6

(F) Immediate Effectiveness

(G) Duration

a. Overview

b. Amendments to Form S-1 and Form F-1 Expanded Use of

i. Eligibility

ii. Procedural Requirements

iii. Comments on Form S-1 and Form F-1 Amendments

c. Elimination of Form S-2 and Form F-2

a. Rule 172

(i) Scope of Rule

(ii) Comments on Rule 172

b. Exceptions to the Rule

c. Notification

(i) Rule 173

(ii) Comments on Rule 173