9 Regs of Sec & Issuers Flashcards
Howey Decision
US Supreme Court
define investment contract (4)
- inv of $
- involves common enterprise
- investors expect to make $
- profits derived from others efforts than the investor
non-securities not regulated by
Uniform Securities Act (USA)
include
- fixed annuity
- futures contract (option on futures contract is a SEC)
- retirement plans (IRA, Koegh)
- single stock future contract
financial instruments with “certificate”in them are often SEC
exception
cert of deposit (CDs) offered by bank
Securities Registration
state/fed
by whom
exempt at state if fed reg
by UW or BD
Securities Registration
valid how long
1 yr from registration
state sec admin approval for early w/d
Securities Registration
must disclose
on what form
amt issued
other states where it has been registered
any previous adverse regulatory actions
Form S-1 - registration statement
Securities Registration Statement
found where
SECs EDGAR
Electronic Data Gathering Analysis & Retrival system
Securities Registration - State
3 Registration Methods
- Registration by Qualification
- Registration by Coordination
- Registration by Filing
new issue, most laborious
requires
- nature of bus & key assets
- sec details - price, number etc
- amt $ collected by offering
- value of existing stocks and bonds
- balance sheet, no more than 4 mo. old
- officers owing > 10% SEC (address, 5 yr work history, 12 mo pay past and future
- pendig lawsuits
- prospectuses, ads related ot issue
- sample of actual sec
- intended use
- description of stock options
Securities Registration - State
3 Registration Methods
- Registration by Qualification - prospecuts delivery requirement
- Registration by Coordination
- Registration by Filing
to investors by which ever comes first
- confirmation of sale made
- delivery of SEC pursuant to such sale
includes
- name of sec & issuer
- type of SEC
- amt. and denomination
- info about issuer & parties aiding in sale
3 Registration Methods
- Registration by Qualification
- Registration by Coordination
- Registration by Filing
coordiantes state & fed filings
reg 1st time with fed and several states at same time
file w/ fed before states
3 Registration Methods
- Registration by Qualification
- Registration by Coordination - paperwork
- Registration by Filing
- 3 copies of prospectus
- articles of incorp
- agreement between issuer and UW
- copy of security
3 Registration Methods
- Registration by Qualification
- Registration by Coordination - effective
- Registration by Filing
state reg becomes effective when fed is effective (if stmt has been on file w/ state for at least 10 days)
- issuer net worth of 4MM
- public holds 400,000 shares
- UW cannot holdover 10%
- UW members of NASD
- UW comm < 10%
3 Registration Methods
- Registration by Qualification
- Registration by Coordination
- Registration by Filing
option for issuers that have reg SEC federally, meeting following
- issuer is organized under US laws, state laws, or agent in US
- been in bus in US for past 36 mo
- has SEC registred under 1934 held by 500 shareholders
- 4 MM for at least 30 days during 3 mo preceeding the offering
- stock issued for >$5 / share
3 Registration Methods
- Registration by Qualification
- Registration by Coordination
- Registration by Filing - info for state admin
- statement of eligibility
- description of SEC
- prospectus
Notice Filing
notice to stat that fed covered sec will be offered
(used instead of state registration)
easiest
expires 1 year after effective date
