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8 Cards in this Set
- Front
- Back
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It is unlawful for any person to offer or sell any sec in a STATE unless:
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1.Sec is registered under the act
2.sec is exempt from registration 3.sec is a FCS |
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Filing (Notice Filing)
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Used when company has issued securities before and file w the SEC
-Engage in business for at least 36 months -Sec held by 500 or more persons -Total NW of $4m -Tot NW of $2m and net pretax income from operations for at least 2 OF THE 3 preceding yrs *THINK MUTUAL FUNDS |
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Coordination
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Used for new issues whose reg is pending with the SEC
-Reg is filed w the SEC and simultaneously duplicate copies of the reg are filed w the state(coordinated) -State reg becomes effective when the fed reg becomes effective *THINK IPOs |
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Qualification
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Used when new issues are not going to be registered w the SEC but only in the STATE of issuance
-Distribution of a prospectus to each offeree before the sale of a sec may be required by the admin -Reg becomes effective when the admin so orders *THINK INTRASTATE OFFERING |
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The admin may issue a stop order denying effectiveness to a reg statement if he finds that the order is in the public interest and:
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1.Issuers method of business includes activities which are illegal where performed(gambling casino, racetrack)
2.When a sec is sought to be registered by notification and it is not eligible for such reg 3.Sec is sought to be registered by coordination, there has been a failure to forward prospectus amendments promptly to the admin |
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The admin may NOT issue a stop order:
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1.Against an effective registration unless the proceeding is brought within 30 days
2.Simply bc a company is new and has no operating history |
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T or F
After a reg for a sec becomes effective, the reg statement may only be amended to change the AMOUNT of sec to be OFFERED or SOLD, but the POP or syndicate comp arrangements may NOT be changed |
T
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T or F
The final prospectus must be received by the customer no later than their purchase confirm. |
T
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