The quiet period timeframe can stretch back well before Google registered its IPO with the SEC, according to William D. Sherman, a corporate securities and IPO specialist at law firm Morrison & Forrester’s Palo Alto office.
The distinction of when a quiet period takes effect is an integral factor in determining whether Google violated securities regulations by having a glowing article and in-depth interview showcased in a national publication on the same day Google began the bidding process for its $3 billion IPO offering. Playboy’s September issue hits newsstands and mailboxes Friday and stock bidding began, as well.
As Google’s IPO is set to price officially next week, according to a company regulatory filing, the Internet market remains in a funk. So, if Google’s unusual auction doesn’t go through, the company can blame Playboy and the quiet-period rules.
Those rules are not black and white statutes, but are more a matter of custom and practice based on securities laws, attorneys say. For Google to violate the quiet period without penalty it must prove that the interview was not done during the quiet period.
Google said in an SEC filing Friday that the actual conversation for the Playboy article took place in April, shortly before it filed to go public on April 29. See full story.
Although the SEC’s Web site says the quiet period begins at the time of registration, it can stretch well before that period, said Sherman.
“The beginning of the quiet period is vague, but there are some bright lines that we use to advise clients,” said Sherman, a senior securities partner who has handled about 200 IPOs.
“When you choose your lead underwriter, and certainly when you have your first meeting of the underwriters and company, this could be the start of the quiet period,” said Sherman, who previously handled publicity issues in several public offerings, including PCOrder.com, Integrated Systems and Pizza Time Theater.
Each of those companies received publicity in the early stages of its IPO.
In each case, Sherman said, the offering was allowed to proceed because the offering was made long after the article appeared, or the company was able to prove it didn’t contribute to the article.