Chapter 23 - Securities and Antitrust Flashcards
Securities Act of 1933
Before offering or selling securities, issuer must register the securities with the SEC
Security
Any transaction in which buyer invests money in a common enterprise and expects to earn a profit predominantly from the efforts of others
Material
Important enough to affect an investor’s decision
Prospectus
Document that provides potential investors with information about a security
Road Show
Process where company execs and investment bankers make presentations to potential investors
Emerging Growth Company
Issuer with annual gross revenues of less than $1 billion
Regulation D
Most common and important type of private offering
Accredited Investors
Institutions or individuals with net worth of more than $1 million or annual income of more than $200,000
Scienter
Acting with the intent to deceive investors
Tippers
Those who reveal material, nonpublic information in violation of their fiduciary duty
Blue Sky Laws
State security law statutes
Per se
Automatic breach of antitrust laws
Rule of reason
Action that breaches antitrust laws only if it has an anti-competitive impact
Resale Price Maintenance
Manufacturer sets minimum prices retailers may charge
Tying Arrangement
Agreement to sell product on the condition that a buyer also purchases another, usually less desirable, product
