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49 Cards in this Set

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What is the Securities Act of 1933?
The federal law that covers new issues of securities. It provides for full disclosure of pertinent information relation to the new issue and also contains antifraud provisions.
Securities Exchange Act of 1934?
The federal law that regulates broker-dealers and secondary market securtieis transactions.
How do you register a security with the SEC?
1. The issuer files a standard registration statement with the SEC. 2. 20 cooling off period. 3. Effective date-must use a final prospectus. 4. The underwriters must keep prospectuses available for: NON NASDAQ issues, 90 days on a IPO, 40 days on a primary offering. Listed & NASDAQ: 25 days
IPO?
Initial Public Offering. Company's first time in the market raising capital.
Seconday Offering?
The sale by a shareholder of a block of stock some time after it has been sold by the issuing company. Usually the block is a large one, such as might be involved in the settlement of an estate. The security may be listed or unlisted.
New Issues may not be purchased on margin for??
30 days
Regulation A?
A type of new issue offering that is partially exempt from the filing provisions of the Securities Act of 1933. The exemption is given if the issue is less than $5,000,000.
Regulation D?
A type of exempt offering that is sold directly to accredited investors and a maximum of thiry five nonaccredited investors. Also called Private Placement, Restricted Stock, Lettered Stock, Legend Stock.
Rule 147?
An exemption from the registration requirements of the Securities Act of 1933 for intrastate offerings if certain requirements are met. One such requirement is that 100% of the purchasers must be from within one state.
Rule 145?
A regulation covering mergers and acquisitions that also exempts stock splits and stock dividends from the registration requirements of the Securities Act of 1933.
Rule 144?
A regulation that provides for the sale of stock and control stock. Filing with the SEC is required prior to selling restricted and control stock. The number of shares that may be sold is limited.
Firm Commitment?
A type of underwriting where the underwriters agree to purchase the entire issue from the issuer. If they do not sell the entire issue, they cannot return the unsold portion to the issuer.
Best Effort?
An offering in which the investment banker agrees to distribute as much of the offering as possible and to return to the issuer any unsold shares. Issuer is responsible for any unsold shares.
All or None?
1) A type of order where the client wants the entire order executed or none of it. 2) A type of best efforts underwriting in which the issuer will sell the entire amount, or cancel the entire issue.
Rule 144A?
An exemption to the holding period and volume restrictions of Rule 144 for qualified institutional buyers.
What is the Securities Act of 1933?
The federal law that covers new issues of securities. It provides for full disclosure of pertinent information relation to the new issue and also contains antifraud provisions.
Securities Exchange Act of 1934?
The federal law that regulates broker-dealers and secondary market securtieis transactions.
How do you register a security with the SEC?
1. The issuer files a standard registration statement with the SEC. 2. 20 cooling off period. 3. Effective date-must use a final prospectus. 4. The underwriters must keep prospectuses available for: NON NASDAQ issues, 90 days on a IPO, 40 days on a primary offering. Listed & NASDAQ: 25 days
IPO?
Initial Public Offering. Company's first time in the market raising capital.
Seconday Offering?
The sale by a shareholder of a block of stock some time after it has been sold by the issuing company. Usually the block is a large one, such as might be involved in the settlement of an estate. The security may be listed or unlisted.
New Issues may not be purchased on margin for??
30 days
Regulation A?
A type of new issue offering that is partially exempt from the filing provisions of the Securities Act of 1933. The exemption is given if the issue is less than $5,000,000.
Regulation D?
A type of exempt offering that is sold directly to accredited investors and a maximum of thiry five nonaccredited investors. Also called Private Placement, Restricted Stock, Lettered Stock, Legend Stock.
Rule 147?
An exemption from the registration requirements of the Securities Act of 1933 for intrastate offerings if certain requirements are met. One such requirement is that 100% of the purchasers must be from within one state.
Rule 145?
A regulation covering mergers and acquisitions that also exempts stock splits and stock dividends from the registration requirements of the Securities Act of 1933.
Rule 144?
A regulation that provides for the sale of stock and control stock. Filing with the SEC is required prior to selling restricted and control stock. The number of shares that may be sold is limited.
Firm Commitment?
A type of underwriting where the underwriters agree to purchase the entire issue from the issuer. If they do not sell the entire issue, they cannot return the unsold portion to the issuer.
Best Effort?
An offering in which the investment banker agrees to distribute as much of the offering as possible and to return to the issuer any unsold shares. Issuer is responsible for any unsold shares.
All or None?
1) A type of order where the client wants the entire order executed or none of it. 2) A type of best efforts underwriting in which the issuer will sell the entire amount, or cancel the entire issue.
Rule 144A?
An exemption to the holding period and volume restrictions of Rule 144 for qualified institutional buyers.
Green Shoe?
A disclosed provision that underwriters may purchase additional shares from an issuer to meet the demands of an oversubscribed offering.
Short Swing Profit?
The profit made on stock held less than six months. Insiders are prohibited from taking short swing profits on the stock of their firm.
Capping?
Pegging?
Try to keep a stocks price from rising.

Try to keep a stocks price from falling.
Maloney Act of 1938?
An amendment to the Securities Exchange Act of 1934 that made possible self regulation by securities firms involved in the over the counter market. The NASD was established as a result of this act.
Trust Indenture Act of 1939?
A federal law that regulates bond offerings by requiring a corporation to appoint a trustee to act for the benefit of the bondholders.
Investment Company Act of 1940?
The federal law that regulates investment companines.
Investment Adisers Act of 1940?
The federal act that regulates investment advisers.
Securities Investor Protecion Corporation? SIPC
Insures customer accounts if the B/D goes under. SIPC covers up to $500,000 and up to $100,000 in cash.
NYSE??
The largest organized securities market in the United States. It's an auction market.
OTC?
A negotiated market for securities that has no physical ocation. ex. NASDAQ
NYSE, round lot?
100 shares is a round lot. Any trading unit less than 100 shares is called a "odd lot".
Floor Broker?
Executes orders for his firm and the firm's customers.
Two Dollar Broker?
Executes orders for the floor broker when they are too busy and forr non member firms. They used to chared $2 per trade-thus the name.
Competitive Trader?
Trades for his own account.
Specialist?
This person is charged with keeping a "fair and orderly" market. He buys when no one else will buy and sells when no one else will sell. He may act as a "principal" or "agent". When acting as principal, he buys for and sells from his own accoutn. When acting as agent, he matches up buy and seller.
Market order?
buy or sell at the current market price. Exectution is guaranteed, price is not.
Limit order?
client specifies a limit price or better. Buy limits are placed below the current market and sell limits are place above the current market price.
Stop Orders?
1) An order to buy or sell that becomes a market order when the stock sells at or through a specified price.
2) A notice sent by the SEC that prevents an offering of a new issue. Sell stops: *to stop a loss in an existing long position *to protect a profit in an existing long postiion *to establish a short position.
Stop limit orders?
A stop order that becomes a limit order after the specified stop pice has been reached or passed.