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24 Cards in this Set
- Front
- Back
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Securities act of 1934
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SEC was created, AKA The exchange act. Regulates the tradings and securities once they are issued.
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Foreign corrupt
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cant bribe an official
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investment co act
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if a co has >40% of its assets as securities it is an investment co
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securities investor protection act
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supervises the liquidation of brokerage firms that are in financial trouble and protect investors from losses up to 500 grand.
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scientor
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intent to decieve, state of mind
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penney reform act
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power to fine
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Underwriters
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investment banking firm purchases a securities issue from the issuer to sell to the public.
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fully underwritten
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investment bank can suffer
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best effort
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issuer can suffer
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private placement
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an exemption, 35 potential buyers "institutional investors"
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Intrastate offering
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must be residents of the state
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small business exemption: Reg a
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5 million or less, offering circular (no audited financials)
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Small business exemption: Reg d
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5 million or less, no circular if you sell to accredited investors
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rule 144
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exemption, restricted stosck. Cant turn it around and sell it for a period of time. Intrastate is 9 month and the rest is 1 year.
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control person liability
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anybody in control of a person liable is jointly and severally liable unless they had no knowledge of it.
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Over the counter market
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no physical facility and no membership qualifications. Broker dealers are market makers who buy and sell stocks directly from the public
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Exchange Market
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a securities market that has a physical facility and has members
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proxy solicitation
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a way for SH to vote without actually going to the meetings
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Williams act
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regulations for groundwork for the proxy solicitation
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10b
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covers fraud of securities
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channel stuffing
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bringing the sales from the next quarter into this quarter to make it look like they hit their numbers
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selling with conditions
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if it goes on the financial statement it is fraud
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fraud on the market
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way to get around a class action. Saying all the SH relied on the Market
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short swing profit
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any profit made within a 6 month period and could be based on insider info.
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