SEC Regulatory Correspondence & Guidance
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SEC & Regulator Correspondence
NetRoadshow began working with the U.S. Securities & Exchange Commission (SEC) in early 1996 to gain permission to provide electronic roadshows under strict guidelines.
In July of 1997, NetRoadshow was the first to receive permission from the SEC, in the form of a SEC No-Action Letter, to provide digital roadshows over the internet.
In 2004 NetRoadshow began working closely with the SEC on revising the approach to electronic roadshows. The new regulations (Rule 433) became effective in December 2005. NetRoadshow also works with the London based Financial Conduct Authority (FCA), as well as industry officials in Hong Kong and Japan.
NetRoadshow has a longstanding history of engagement with the U.S. Securities and Exchange Commission (SEC) regarding the use of technology in securities offerings. The following historical correspondence, regulatory guidance, and rulemaking documents address electronic roadshows, institutional investor access, municipal securities offerings, and virtual data room services.
Original SEC No-Action Letter
September 8, 1997
The SEC's original no-action letter concerning NetRoadshow's use of the internet to deliver roadshow presentations to qualified investors in registered public securities offerings. The correspondence addressed controlled investor access, presentation distribution, and access to preliminary prospectuses, helping establish an early framework for electronic roadshows.
Rule 144A — Qualified Institutional Buyers
January 30, 1998
SEC no-action correspondence addressing NetRoadshow's delivery of electronic roadshows for Rule 144A securities offerings. The letter outlines conditions for restricting presentation access to Qualified Institutional Buyers (QIBs), including investor eligibility verification and password-protected distribution.
SEC Securities Offering Reform — Rule 433
July 19, 2005
The SEC's Securities Offering Reform modernized communications requirements for registered securities offerings and established rules governing electronic roadshows under Rule 433. The reforms clarified the treatment of live and recorded presentations, including when electronic roadshows qualify as free writing prospectuses and the related filing requirements.
SEC Rule 17g-5 — Virtual Data Rooms
November 1, 2010
SEC meeting memorandum documenting discussions with NetRoadshow regarding its virtual data room services for asset-backed and mortgage-backed securities transactions. The discussion addressed the use of virtual data rooms to facilitate credit rating agencies' compliance with information-sharing requirements under Rule 17g-5.
Municipal Securities Offerings — SEC No-Action Letter
January 29, 2013
SEC no-action correspondence addressing NetRoadshow's delivery of electronic roadshows to retail investors in municipal securities offerings. The letter concerns the treatment of these presentations under Rule 15c2-12, including their relationship to preliminary and final official statements distributed by municipal securities underwriters.