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24 Cards in this Set

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