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  1. The Securities and Exchange Commission adopted amendments to Rule 105 of Regulation M to further safeguard the integrity of the capital raising process and protect issuers from manipulative activity that can reduce issuers' offering proceeds and dilute security holder value.

  2. A fundamental goal of Rule 105 of Regulation M is protecting the independent pricing mechanisms of the securities markets so that offering prices result from the natural forces of supply and demand unencumbered by artificial forces.

  3. Regulation M Overview and Rules 101 and 102. Intended to limit the activities of certain participants in a distribution, which activities may have a manipulative effect on the market for the offered security. For instance, activities that could: artificially raise the price of a security.

  4. Rule 105: Short Selling Before a Public Offering. Rule 105 is intended to prevent a manipulative practice in which a party sells a security short just before a public offering and then...

  5. Regulation M consists of six rules: Rule 100 sets forth the definitions of certain terms used in Regulation M. Rules 101 and 102 regulate bids for and purchases of the offered securities and certain other covered securities. More specifically: Rule 101 regulates bids and purchases by distribution participants.

  6. At its core, Regulation M seeks to prohibit activities that could artificially influence the market price of a security in connection with a securities offering. This is crucial because the offering price should reflect the genuine supply and demand dynamics without undue influence from interested parties.

  7. Rule 105 – Short Selling. Does conduct need to be fraudulent or manipulative to violate Regulation M? no. Regulation M is a “prophylactic rule,” and prohibits certain conduct whether or not it violates the anti-fraud provisions of the federal securities laws.

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