Securities Acts

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Securities Act of 1933

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Often referred to as the "truth in securities" law, has two basic objectives:

require that investors receive financial and other significant information concerning securities being offered for public sale; &

prohibit deceit, misrepresentations, and other fraud in the sale of securities.

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Securities Act of 1934

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With this Act, Congress created the Securities and Exchange Commission. The Act empowers the SEC with broad authority over all aspects of the securities industry. This includes the power to register, regulate, and oversee brokerage firms, transfer agents.

The Act also identifies and prohibits certain types of conduct in the markets and provides the Commission with disciplinary powers over regulated entities and persons associated with them.

The Act also empowers the SEC to require periodic reporting of information by companies with publicly traded securities.

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Trust Indenture Act of 1939

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This Act applies to debt securities such as bonds, debentures, and notes that are offered for public sale. Even though such securities may be registered under the Securities Act, they may not be offered for sale to the public unless a formal agreement between the issuer of bonds and the bondholder, known as the trust indenture, conforms to the standards of this Act.

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Investment Company Act of 1940

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This Act regulates the organization of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public. The regulation is designed to minimize conflicts of interest that arise in these complex operations. The Act requires these companies to disclose their financial condition and investment policies to investors when stock is initially sold and, subsequently, on a regular basis. The focus of this Act is on disclosure to the investing public of information about the fund and its investment objectives, as well as on investment company structure and operations. It is important to remember that the Act does not permit the SEC to directly supervise the investment decisions or activities of these companies or judge the merits of their investments.

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Investment Advisers Act of 1940

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This law regulates investment advisers. With certain exceptions, this Act requires that firms or sole practitioners compensated for advising others about securities investments must register with the SEC and conform to regulations designed to protect investors. Since the Act was amended in 1996, generally only advisers who have at least $25 million of assets under management or advise a registered investment company must register with the Commission.

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Regulation S-X

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Main rules for Annual reports

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Regulation S-T

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Main rules for Annual reports -efile.

SEC will not accept in paper format filings required to submitted electronically, absent a hardship exemption

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Form 3 - Initial statement of beneficial ownership of securities

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File within 10 days.

Insiders & any beneficial owners of more 10% of any class of equity securities of the issuer, must initially register with SEC. If registering under Section 12 then must file it no later than the effective date of the registration. If already registered must file within 10 days of becoming insider or benficial owner.

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Form 4 - Statement of changes of beneficial ownership of securities

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File within 2 days. File this when there is changes in beneficial ownership

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Form 5 - Annual statement of beneficial ownership of securities

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File on or before 45th day of the issuer's fiscal year end.

File when they should have included the info on form 4.

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Form 8K - Extraordinary transactions or Current reports pursuant to Section 13 or 15(d)

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Major events (change in control of the company, bankruptcy, major impairment, change in accts) that shareholders should know about should be filed with SEC within 4 days

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Form D - is a form to be used to file a notice of an exempt offering of securities

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Raising less than 1 million under Rule 504 of Reg D must file with SEC . Serves as a brief notice that provides info about the issuer.

Must be filed within 15 days after the first sale of securities in the offering