Chapter 6.1 Flashcards
Securities Act of 1933
Covers registration of new issues. Calls for full and fair disclosure.
Securities act requires a prospectus which must include:
- date of prospectus
- statement that the SEC does not approve or disapprove of securities under any circumstances
- stabilization clause
- copies of underwriting contracts and opinions of counsel are not needed
- A prospectus cannot be marked upon in any way; but could include a letter stating “Here is the prospectus.”
- “Access equals delivery”. If the final prospectus can be viewed at EDGAR on the SEC website, access to the final prospectus equals delivery of the final prospectus. This rule applies only to the Final prospectus, no to the Preliminary Prospectus and not to Mutual funds.
Prospectus sent electronically
If the prospectus is sent electronically, the B/D must have obtained an informed consent from the client to receive the information through email or verify receipt, generally, with a return verification email.
Who can be liable for material misrepresentations contained in a registration statement or prospectus?
- Issuer
- Officer
- Director
- Principal Stockholders
- Investment Banker
- Accountants
- Attorneys
Purposes of the 1933 Act:
- Require registration with SEC before public distribution
- Require prospectus
- Prohibit fraud in the sale of new issues
- Not to authorize the SEC to determine which securities may be publicly offered.
What can the managing underwiter do during the distribution of a new issue?
May stabilize “at or below” the public offering price.
When can a RR predict or guarantee a specific rise or fall in price of a security?
Never!
While a firm is involved in the distribution of a new issue, an RR may distribute what?
They can distribute the preliminary prospectus but would not be allowed to distribute research reports or articles about the new issue. If an order is taken on an issue, the purchaser would have to receive a final prospectus, not a preliminary prospectus,
How long must syndicate members wait before extending margin to customers on the new issue?
30 days
Prospectus delivery requirements for B/D’s that participated in the distribution of a new issue and then becoming market makers in the issue
Continue to apply to B/D’s for 90 days from the closing date of the syndicate
Fixed Annuities
Are not considered Securities
Restricted Person
- Member firms or other B/D’s
- B/D personnel
- Any officer, director, general partner, associated person or employee of a member or any other B/D and their immediate family members
- Any agent of a member or any other B/D and their immediate families or is supported by an immediate family member
- Finders and Fiduciaries(attorneys, accountants, and financial consultants) and their immediate families
- Portfolio Mangers and their immediate families
Immediate Family Member
Parents, Mother-in-law, father-in-law, spouse, brother or sister, sister-in-law, daughter-in-law, children and any other individual to whom the person provides material support.
**Does not include Aunts, Uncles, Cousins and Grandparents.
When may a member or a person associated with a member not sell or purchase a new issue of common stock
To any account in which a “restricted person” has beneficial interest if the interest exceeds 10% of the value of the account.
A member may not hold new issues if.
Acquired by the member as an underwriter, selling syndicate member or selling group member.
Preconditions for Sale
A member firm may not sell a new issue of common stock to any account unless within the last 12 months it has in good faith obtained verification that the account is eligible to purchase the new issue.
Standby Purchasers
Standby purchasers(person who would normally be restricted) would be allowed to purchase or sell shares of the new issue provided that:
- The stand-by agreement is disclosed in the prospectus
- The stand-by agreement is a written agreement
- The managing underwriter represents in writing that it was unable to find any other purchasers for the securities
- Securities sold pursuant to the stand-by agreement are subject to a 3-month “locked-up” period(cannot be sold for 3 months after purchase).
When a new issue is under-subscribed
Underwriters may place a portion of a public offering in its own investment account when it is unable to sell those shares to the public.
Who typically gets the proceeds if a company offers authorized shares of common stock to the public?
The company(issuer) will receive the proceeds
Rule 144 transaction
Investors will pay or receive the proceeds of the transaction, not the issuer.
Regulation S-X
Sets forth the form, content, and requirements for financial statements filed with or as part of Registration statements filed with the SEC on new issues and mutual funds.
Regulation S-K
Regulates the requirements of the content of non-financial portions of registration statements filed with the SEC.
Holding period for customers purchasing IPOs
Do not have to hold them long-term prior to sale
Securities Exempt from the 1933 Act registration requirements include:
- U.S. Government Securities
- Municipal Securities
- Intrastate offerings - offerings within one state only
- Regulation A offering:
- Is a limited offering where securities offered cannot exceed $50,000,000 in any consecutive 12-month period. Also known as a short form registration.
- A full registration statement does NOT need to be filed with SEC but an offering statement is filed.
- A prospectus is not required.
- Reg A shares can be purchased by institutions and individuals.
- The shares are not restricted. There is no holding period required. The shares are free to be sold once they are registered and issued. - Small business investment companies
- Reg D offerings(private placements)
- Building and loan associations
- Benevolent associates
- Banks and Savings and Loans
- Commercial paper if its term is 270 days or less
- Bankers acceptances if its term is 180 days or less
**Variable Annuities are not exempt from registration
