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54 Cards in this Set
- Front
- Back
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Securities act of 1933 |
New issues need a detailed prospectus before purchase |
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Securities act of 1933 |
20 day cooling off period |
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Prospectus delivery |
90 days for primary Nasdaq/non exchange listed issue |
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Prospectus delivery |
40 day secondary for non nasdaq/non exchange listed issue |
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Prospectus delivery |
25 day for exchange listed nasdaq issues |
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Rule 415 |
Allows established issuers to keep a blanket registration filed with the sec for 3 years |
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Section 4 |
Exempt transactions of act of 1933 |
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Section 4(2) |
Exemption by the SEA of 1933 that private placements being sold to institutions and other accredited investors that are able to fend for themselves. |
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Section 4(6) |
Exemption by the SEA of 1933 where if no advertising is used, offers of no more than $5MM may be made only to accredited investors. |
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Exempt from 1933 |
Us gov, agencies, muni, foreign gov obligations |
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Rule 147 |
Intrastate offerings - must be filed with sec at least 10 business days prior to sale |
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Reg D |
Private placements - purchaser usually signs an investment letter stating knowledge that the issue is unregistered |
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Accredited investor questionnaire |
A test to prove a wealthy investor with a net worth of 1 million, income of 200M for 1, or 300M for 2 for previous two years |
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Rule 504 |
For offerings not to exceed 5000000; there is no specific info required on disclosures |
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Rule 505 |
For offerings not to exceed 5,000,000; certified issuer financial statements are provided |
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Rule 506 |
For unlimited dollar offerings; certified issuer financial statements are provided along with more detailed financial disclosures. |
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Restricted stock |
Never sold in public markets registered. May only be sold through a private transaction or under a 144 exemption. |
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Form D |
Issuer will file this form with SEC to claim exemption at least 15 calendar days AFTER the first sale of the securities. |
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Finra rule for retail communication |
Any written communication distributed to 25 or more. Requires pre approval and filling with finra |
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Advertising |
Random marketing of options to 25 or more people. Approved by series 4 ROP and registered with finra. |
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Sales literature |
Specific targeted marketing to 25 or more people. Registered with series 4 ROP and filed with finra |
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Costumer correspondence |
Specific targeted marketing to less than 25 people. Reviewed with series 4 ROP and not filed with finra |
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Rule 415 |
Under what rule can an issuer avoid the 20-day cooling off period requirement? |
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Rule 415 |
Shelf registration |
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False |
T or F: Corporate officers are restricted from buying their company's stock through stock options. |
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A Chinese Wall |
The separation of investment banking/research and trading functions within a broker- dealer to stop the potential flow of inside info is referred to as what? |
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Penny Stocks |
To solicit a purchase of securities that are not listed on an exchange or NASDAQ and that are under $5 per share, a detailed suitability determination must be sent to, signed, and returned by a customer. This rule is for what? |
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Subchapter M of the Internal revenue code |
Similar to closed end investment companies, REIT shares must invest at least 75% of their assets in real estate in order to qualify as "regulated" management companies under what rule and which regulation? |
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Control stock |
Stock held by officer, director, 10% share holder, or affiliated person |
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Rule 144A |
Allows QIBs to purchase unregistered securities in private placements. The electronic market for such transactions is called PORTAL. |
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Rule 145 |
Which rule under the SEA of 1933 would constitute that a corporation undergoing reorganization file a registration statement? |
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Securities exchange act of 1934 |
MISSPERMS is derived from which Securites exchange act? |
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Wash trades |
Buying and selling to create the appearance of trades |
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Regulation M |
A set of rules to deal with potential market manipulation that could occur during the 20 day cooling off period for add-on securities offerings |
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Agent |
A firm handling a Reg A 144 transaction must act as... |
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Rule 10b-5 |
Unspecified acts of fraud are covered under which rule of SEA of 1934? |
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Shorting against the box |
The one time when insiders CAN sell short their own company's stock to lock in a gain and defer tax to the next year is called... |
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Securities |
The SEC only regulates... |
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The SEC |
The organization created in the SEA of 1934 that regulates securities and does NOT regulate insurance products, commodities, or future products is called... |
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Regulation SHO |
Governs that all order tickets must be marked long or short |
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Regulation SHO |
If an equity security falls by 10% or more during the trading day, it can only be sold short on an "up bid" for the remainder of that day and the entire next day according to which regulation? |
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10K report |
An audited annual report |
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10Q report |
An unaudited quarterly report |
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Form 8k within 4 days |
Any "big" changes in a company such as change in BOD, filling bankruptcy, mergers, etc require what form be filed with finra and within how many days? |
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13D filing within 10 days |
What form must be filed when a person accumulates a 5% holding and INTENDS to exercise control over a company? Within how many days? |
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13g filing |
What form must be filed when a person accumulates a 5% holding and DOES NOT INTEND to exercise control over the company? |
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Reg T |
Margin regulation controlling credit from broker to customer |
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Reg U |
Margin regulation controlling credit from bank to broker |
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Tier 1 issues |
Actively traded security issues are |
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Tier 2 issues |
Moderately traded security issues are |
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Tier 3 issues |
Inactively traded security issues |
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Regulation FD |
Which regulation passed by the SEC addresses issues related to insider trading? |
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Rule 10b5-1 |
A pre-arranged trading plan will allow a statutory insider to trade their company's stock under what rule? |
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Rule 10b5-1 |
If an individual stumbled upon insider info and used that info to trade he/she can not be liable under what rule? |
