Quiet Period

The term "quiet period," also referred to as the "waiting period," is not defined under the federal securities laws. The quiet period extends from the time a company files a registration statement with the SEC until SEC staff declares the registration statement "effective." During this period, the federal securities laws limit what information a company and related parties can release to the public. Rule 134 of the Securities Act of 1933 discusses these limitations.

Despite the restrictions, the SEC has encouraged companies to continue making normal corporate announcements in the ordinary course of business during the quiet period. For more information about what companies can disclose during the quiet period, please read SEC Interpretation: Use of Electronic Media under the heading "Issuer Communications During a Registered Offering."

The quiet period also applies to trading in a securities offering under Rules 101 and 102 of Regulation M. For more information about Regulation M, you can read Compliance Guide to the Registration and Regulation of Brokers and Dealers by the SEC's Division of Market Regulation.