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20 Cards in this Set
- Front
- Back
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What is Rule 506?
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-sell above $5 million for unlimited time period
-unlimited accredited investors, up to 35 unaccredited investors -must be sophisticated -cannot solicit or advertise -cannot sell before 2 years -audited f/s if any unaccredited investors |
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What are the 6 Registration Exemptions?
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I DANCE
Intrastate Regulation D Regulation A No Sales Involved Casual Sales Exempt Securities |
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According to the 1934 Act, what corporations must register with the SEC?
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-securities traded on national exchange
-assets greater than $10 million -class of equity securities on record of 500 or more persons |
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What is a 10K?
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Annual report that goes to SEC
-audited FS are presented in the annual report |
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What is a 10Q?
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quarterly report presented to SEC
-no audited f/s needed |
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What is the 8K and why is it used?
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current report, used to report unusal events such as:
proxy solicitation or fights, changes in control, changes in amt of stock, large stock transaction -must report within 10 days |
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Main difference between 1933 and 1934 act?
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1933 - initial offer
1934 - marketplace for buying and selling of stock |
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What are 2 types of exempt securities?
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-stock of charities and non profits
-short term commerical paper maturing in 9 months or less |
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What are three exemptions to Regulation D?
How long do you have to notify the SEC to claim it? |
-must notify SEC within 15 days to claim Regulation D exemption
Rule 504 Rule 505 Rule 506 |
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What is Rule 504?
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selling $1 million maximum within 12 months, can sell to any type and any # of investors. Cannot solicit people to buy or sell stock unless state permits it.
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What is Rule 505?
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-sell maximum of $5 million within 12 months
-any number of accredited investors, 35 or less unaccredited investors -provide audited f/s -cannot solicit or advertise |
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What is a security?
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stock or bond, investment contracts, limited Pship interests
-someone else's efforts making money for you |
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What is an intrastate offering?
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-everything is done in one state
-corporation in one state -80% of income from that state -sell to residents of that state -hold stock for at least 9 months |
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What is Regulation A?
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-simplified registration
-sold within one year -$5 million or less -offering circular (similiar to prospectus) -no audited statements -can solicit buyers |
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What is the No Sales Transaction?
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-existing shareholders
-usually mergers & consolidations -no sales to the public - just giving stock away |
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What are casual sales by ordinary investors?
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brokers do not register each transaction with SEC
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What is the Securities Act of 1933 concerned with?
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the original issuance of securities intended for sale to the public
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Under the 1933 act, what are the requirements for registration?
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registration statement and prospectus
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Who is a controlling person?
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has a significant say in mgmt, usually a majority shareholder
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What does a controlling person have to do when selling a substantial block of stock to the public?
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Re-register with SEC - becomes the issuer
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