Federal Securities Regulations Flashcards
What are considered securities?
Investment in something where investor makes a profit through the managerial efforts of others: C/S, P/S, T/S Bonds Debentures Options Warrants Notes Limited P-ship NOT General P-ship Investment contracts Collateral trust certificates NOT CDs
When must a registration statement be filed and prospectus made available under 1933 Securities Act?
SPIN Securities offered Public issue Interstate commerce No other exemption available
What is included in registration statement?
1) Prospectus - written offer to sell
2) Registration statement - disclosure document that include basic and financial info (B/S <90 days, P/L for 5 years)
What are exemptions to 1933 Securities Act?
ACID BRAINS A - Regulation for small offering Commercial paper Casual sales Intrastate offerings D - Regulation for private placements Brokerage transactions Regulated industries (S/L, Banks) Agencies of government (Railroad, Muni bonds) Insurance contracts Not for profit Stock dividends and splits
What are rules for Regulation A?
Offerings <= $5M Over 12 month period Notify SEC within 15 days Can advertise to anyone Must prepare offering circular
What are rules for Rule 504 under Regulation D?
Offerings <= $1M Over 12 month period Notify SEC within 15 days No advertising to non accredited investors Unlimited number of investors No financial info given Resale to non accredited investors
What are rules for Rule 505 under Regulation D?
Offerings <= $5M Over 12 month period Notify SEC within 15 days No advertising to anyone Unlimited number of accredited investors Non accredited <=35 No financial info given to accredited, audited B/s to non accredited No resale for 2 years
What are rules for Rule 506 under Regulation D?
Offerings = unlimited Unlimited time period Notify SEC within 15 days Advertising allowed if all accredited investors Unlimited number of accredited investors Non accredited <=35 No financial info given to accredited, audited B/s and represented by accredited to non accredited No resale for 2 years
When do registration and reporting requirements apply under 1934 Securities Act?
If either:
Listed or traded on national exchange OR
At least $10M in assets AND 500 S/H
What are reporting requirements under 1934 Securities Act?
Large Accelerated >=$700M 60 days, 40 days
Accelerated $700M >= $75M 75 days, 40 days
Non Accelerated
When is Form 8K due?
Within 4 days of major change in company
What are other reporting requirements under 1934 Securities Act?
Person doing a tender offer
Owners of 5% or more
Insider trading - directors, officers, >10% S/H
Proxy solicitations
When is an entity no longer an Emerging Growth Company?
Last day of the year in which 5th anniversary of IPO falls
Last day of the year where revenues >=$1B
Date when issued >$1B in non convertible debt in previous 3 year period
Date when considered to be large accelerated filer
What are parts to JOBS Act of 2012?
I - Reopening American Capital Markets II - Access to Capital for Job Creators III - Crowdfunding IV - Small Company Capital Formation V - Private Company Flexibility and Growth VI - Capital Expansion VII - Outreach on Changes to Law
What are the parts of the Dodd-Frank Act?
I - Financial Stability
II - Orderly Liquidation Authority
III - Transfer of Powers…
IV - Regulation of Advisors…
V - Insurance
VI - Improvements to Regulation…
VII - Wall Street Transparency and Accountability
VIII - Payment, Clearing, and Settlement Supervision
IX - Investor Protections…
X - Bureau of Consumer Financial Protection
XI - Federal Reserve System Provisions
XII - Improving Access to Mainstream Financial Institutions
XIII - Pay it Back Act
XIV - Mortgage Reform and Anti-Predatory Lending Act
XV - Miscellaneous
XVI - Section 1256 Contracts
