[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR230.137]

[Page 466]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
 PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K--Table of Contents
 
       Subpart 229.1000--Mergers and Acquisitions (Regulation M-A)
 
Sec. 230.137  Definition of ``offers'', ``participates'', or ``participation'' in section 2(11) in relation to certain publications by persons independent of           participants in a distribution.

    The terms offers, participates, or participation in section 2(11) of 
the Act shall not be deemed to apply to the publication or distribution 
of information, opinions or recommendations with respect to the 
securities of a registrant which is required to file reports pursuant to 
section 13 or 15(d) of the Securities Exchange Act of 1934 and proposes 
to file, has filed or has an effective registration statement under the 
Securities Act of 1933 if--
    (a) Such information, opinions, and recommendations are published 
and distributed in the regular course of its business by a broker or 
dealer which is not and does not propose to be a participant in the 
distribution of the security to which the registration statement 
relates; and
    (b) Such broker or dealer receives no consideration, directly or 
indirectly, in connection with the publication and distribution of such 
information, opinions or recommendations from the registrant, a selling 
security holder or any participant in the distribution or any other 
person interested in the securities to which the registration statement 
relates, and such information, opinions or recommendations are not 
published or distributed pursuant to any arrangement or understanding, 
direct or indirect, with such registrant, underwriter, dealer, or 
selling security holder; Provided, however, That nothing herein shall 
forbid payment of the regular subscription or purchase price of the 
document or other written communication in which such information, 
opinions or recommendations appear.

(Secs. 6, 7, 10, 19(a), 48 Stat. 78, 81, 85; secs. 205, 109, 48 Stat. 
906, 908; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57; 15 U.S.C. 
77f, 77g, 77j, 77s(a))

[49 FR 37573, Sept. 25, 1984]