Study your flashcards anywhere!

Download the official Cram app for free >

  • Shuffle
    Toggle On
    Toggle Off
  • Alphabetize
    Toggle On
    Toggle Off
  • Front First
    Toggle On
    Toggle Off
  • Both Sides
    Toggle On
    Toggle Off
  • Read
    Toggle On
    Toggle Off

How to study your flashcards.

Right/Left arrow keys: Navigate between flashcards.right arrow keyleft arrow key

Up/Down arrow keys: Flip the card between the front and back.down keyup key

H key: Show hint (3rd side).h key

A key: Read text to speech.a key


Play button


Play button




Click to flip

19 Cards in this Set

  • Front
  • Back
Registration Statement
an issuer must file with the SEC disclosing material information about the issue.
Tombstome advertisements
tombstone ads will show the anticipated gross proceeds of an issue. A final prospectus will show both the gross and net proceeds to the issuer.
Investment Bank
a broker/dealer that underwrites new issues.
Initial Public Offering: Companies going public by selling common stock to the public for the first time.
Primary offering
company goes public; underwriting proceeds go to the company.
Secondary offering
company goes public; underwriting proceeds go to the selling stockholders.
private placement
when the issuing company, usually with the assistance of its investment bank, sells securities to private investors as opposed to the general investing public.
All or Non underwriting; the issuing corporation has determined that it wants an agreement outlining that the underwriter must either sell all of the shares or cancel the underwriting.
mini max offering
a best efforts underwriting with a floor and a ceiling on the dollar amount of securities the issuer is willing to sell.
underwriting proceeds
the price at which an underwriter buys shares from an issuer
Public offering price; price the investors pay for an issue
The underwriting spread
difference between the underwriting proceeds (price the underwriter pays for an issue) and pop (public offering price(price the investor pays))
regulation A
permits companies to raise up to 5 million dollars within a 12 month period without full registration.
regulation D
The SEC does not require registration of an offering if it is privately placed with:accredited investors that do not need SEC protection; or a maximum of 35 individual (Nonaccredited) investors
Accredited Investor
defined as one who has:
a net worth of $1 million dollars or more; has had an annual income of $200,000 or more in each of the two most recent years.
Lettered Stock or legend stock
a private placement of stock
control securities
those owned by directors, officers, or persons who own or control 10% or more of the issuer's voting stock.
restricted securities
those acquired through some means other than a registered public offering. A security purchased in a private placement is a restricted security.
short swing
when an insider profits on securites which have been held for 6 months or less, the proceeds must be returned to the company.