Use LEFT and RIGHT arrow keys to navigate between flashcards;
Use UP and DOWN arrow keys to flip the card;
H to show hint;
A reads text to speech;
19 Cards in this Set
- Front
- Back
|
Rule 10b-18 |
(Repurchases of securities by issuer) Prevent issuer from manipulating either opening or price Safe Harbor allows issuer bids and purchases: - no purchases at the opening of trading or end of day (may not be first trade of the day or be made in the last 30 minutes (10 minutes for actively traded securities: $1m ADTV or $150m public float)) - may not bid at price higher than last independent bid or last sale price - purchase volume may not exceed 25% of ADTV (average daily traded volume) over the last 4 weeks - use only one broker dealer (can use another for after hours trading) |
|
|
Regulation FD |
(Fair disclosure) Created to protect retail investor. If material nonpublic information is improperly disclosed, the information must be disseminated to the public. If disclosure is intentional, issuer must file public statement immediately. If unintentional, must do so within 24 hours. |
|
|
Trust Indenture Act of 1939 |
Requires a trustee appointed by issuer to act in bondholders best interest, applies only to corporate debt |
|
|
Rule 137 |
BD may publish research reports when not acting as an underwriter |
|
|
Rule 138 |
BD may publish research reports when acting as an underwriter for another class of security - If the issuer's common stock is under registration, BD may comment on nonconvertible debt, etc. |
|
|
Rule 139 |
If the issuer is a reporting company or WKSI, BD may publish reports when acting as an underwriter for the underlying security - provided it is continuing regular coverage (same scope, can't change who the reports are delivered to) |
|
|
Sarbanes-Oxley |
Disclosure and corporate governance rules for publicly traded companies which makes senior management more directly accountable for company's internal control system and financial info released to public - certified by CEO and CFO (signing offers) |
|
|
Rule 14d-10 |
In a Tender Offer, no preferential pricing, all shareholders must be offered the same price regardless of ownership position. Also called the Best Price rule, but an exception is made if compensation is approved by the compensation committee of the target. |
|
|
HSR Act |
(Hart-Scott-Rodino Antitrust Act) Federal antitrust act requires certain parties to file notice with the FTC before a deal is completed. - the merger may not be completed until 30 days after notice is filed (15 days if the transaction is all cash) - HSR also requires financial investors to file and comply with a 30 day waiting period unless the purpose is for investing purposes only |
|
|
Regulation MA |
Regulation designed to facilitate communications and disclosures made by companies engaged in M&A transactions. Under this rule, summary term sheets provide shareholders with all pertinent information about the transaction. |
|
|
Securities exempt from SEC registration |
- US government or agency securities - municipal bonds - short-term debt (maturity less than 270 days) commercial paper - commercial bank securities - securities issued by non-profit organizations |
|
|
Regulation A+ |
(Small business) Exempt transaction for small businesses Offering limited to $50m over 12 months - no more than $15m (30% of the amount offered) on behalf of selling shareholders Offering Circular must be filed with SEC Testing the waters is allowed |
|
|
Rule 147 |
(Intrastate exemption) Intrastate exemption when issuer selling within one state Bulk of qualifying issuer activities must be confined in one state, all 4 below are required: - 80% of assets located - 80% of revenue generated - 80% of proceeds from sale used in state - 100% of initial investors are state residents Resale to non-state residents permissible 9 months from date of last sale |
|
|
Regulation S |
(Offerings outside of US) Provides a registration exemption to US companies issuing securities for sale outside the US provided the following: - no offer directed to a US resident and the transaction is effected through an overseas securities market Reg S securities may be resold to a US residents after 40 days for debt and one year for equities. |
|
|
Private Placements, section 4(2) |
Registration exemption for securities that do not involve a public offering |
|
|
Private Placements, section 4(5) |
Registration exemption for securities transactions meeting conditions below: - offering does not exceed $5m - no advertising or public solicitation can be used - offering sold only to accredited investors (sophisticated) *Reg D exemption allows a limited number of non-accredited investors (35) |
|
|
Private Placements: Regulation D |
(Created to provide safe harbors for private placement) Registration exemption for securities sold directly to accredited investors ($1m net worth or single $200k or joint $300k of annual income) and a limited number of non-accredited investors (no more than 35). - Rule 504: deal size up to $1m, no limit on non-accredited/accredited investors - Rule 505: deal size up to $5m, <35 limit on non-accredited investors, no limit on accredited investors - Rule 506: unlimited deal size, <35 limit on non-accredited investors, no limit on accredited investors *Regulation D road shows require pre-qualification of investors 506 (c) allows issuer and placement agents to use general solicitation if reasonable steps are taken to verify all potential investors are accredited. |
|
|
Rule 144A |
Registration exemption for securities sold to QIBs and allows QIBs to freely trade private placements amongst themselves with no holding period - same class of securities as listed on an exchange are ineligible |
|
|
Rule 144 |
Permits the sale of Restricted and Control stock - Restricted Stock is unregistered (e.g. Reg D private placement, Reg S, or Employee stock received as compensation). Resale restrictions with regards Restricted Stock is (1) Co must have publicly held available shares, and (2) shares subject to 6 mo holding period - Control Stock (affiliated) - registered stock purchased and owned by corporate insiders, also called a Control Person (ie officers, directors, or greater than 10% shareholders), no holding period - to sell Restricted owned by a control person or Control Stock: * over any 90 day period can sell greater of (i) 1% of outstanding shares or (ii) average weekly trading volume over prior 4 weeks. * SEC must be notified at time order is placed * exemption to notifying SEC if the sale does not exceed 5,000 shares and the dollar amount does not exceed $50,000 * when shares sold under rule 144, they become registered stock |
