Introduction to the Securitites Industry Flashcards
Primary Market
covers the sale of securities by issuers to investors
ex: IPO
Secondary Market
a system for the trading of financial instruments between investors
Securities Act of 1933
- regulation of primary market
- concerned with full and fair disclosure
Securities Act of 1934
- regulation of secondary market
- created SEC
- regulatory oversight of extension of credit to Federal Reserve Board
Maloney Act of 1938
- enabled the creation of non- exchange SRO
- ex: NASD in 1939
- ex: MSRB in 1975
NASD
- National Association of Securities Dealers
- 1939 as SRO for OTC market
MSRB
- Municipal Securities Rulemaking Board
- 1975
FINRA
- Financial Industry Regulatory Authority
- 2007 NYSE and NASD merged to create FINRA
Trust Indenture Act of 1939
- added security for bond investors
- requires agreement between issuing corporation and a trustee in case of the corporation’s liquidation
Investment Company Act of 1940
- covers companies that are formed to pool investors’ money and invest that money in securities
Investment Advisers Act of 1940
- regulate firms that sell their investment advice for a fee
- also defines investment adviser and specifically exempts broker-dealer, lawyers, accountants, teachers, engineers, and publishers
Securities Investor Protection Act of 1970 (SIPA)
- enabled the creation of industry-funded insurance
Employee Retirement Income Security Act of 1974 (ERISA)
- covers the administration of private qualified retirement accounts such as the popular 401K
Securities Acts Amendments of 1975
- created Municipal Securities Rulemaking Board (MSRB)
- SRO for firms that transact business in municipal securities
Insider Trading Act of 1988
- although covered in Acts of 33’ and 34’, the 1988 Act sets out criminal penalties as high as $5 million and/or 20 years in jail
Federal Telephone Consumer Protection Act of 1991
- any person who calls prospects for profit must maintain a do-not-call list and refrain from calling those who requested to be placed on the list
Penny Stock Rule of 1991
- covers the selling of certain low-priced securities to potential new customers
- rules require a firm to have signed disclosure document stating investors understand the risk
Form U4
- form used to register with FINRA
MSRB Representative Qualifications
- may have either a Series 7 or Series 52 registration
- must also serve a 90 day apprenticeship
- principals: series 53
FINRA Representative Qualifications
- principals: series 24
- employees: series 7
Accounts Requiring Employer Approval
- any broker dealer employee attempting to open an account must disclose that she is employed by a broker-dealer and opening firm must notify employer firm and await instructions
- MSRB: duplicate confirmations MUST be sent
- FINRA: duplicate confirmations sent only if REQUESTED
- employee accounts that deal with only mutual funds are exempt
Gifts and Compensations
- member firm personnel may not give a gift of material value exceeding $100 per recipient per year to personnel employed by another member firm
FINRA Disciplinary Proceedings
- Department of Enforcement notifies respondent
- respondent has 25 days to file response
- Failure to respond generated 2nd notice
- respondent has 14 days to respond
- If no response, assumed guilty. Other request a hearing
Sanctions
A Hearing Panel may impose the following:
- censure a member firm of person
- fine a member firm or person
- suspend for definite period or until conditions met
- expel
- suspend or bar an associated person with any member firm
- impose any other fitting sanctions
- ** FINRA may not sentence an RR to imprisonment
Appeals
- once panel has rendered a decision, respondent has 25 days to file an appeal with National Adjudicatory Council (NAC0
- right to appeal NAC decision to SEC
- right to appeal SEC decision in federal court
Acceptance, Waiver, and Consent
- person does not dispute
- must sign AWC
- may impose fine of not more than $2,500 and/or censure the member or associated person
Code of Arbitration
- settlement of disputes through arbitration
- National Arbitration Committee will appoint panel of three
- can be simplified to one for disputes less than $25,000
- finding FINAL
- outside customers can’t be brought to arbitration without written consent, and then majority of arbitrators must be from outside securities industry