Latter Parts Flashcards
State “Blue Sky” Laws: What, When Where?
First State Laws Regulating Securities
1911
Kansas
Securities Act of 1938
“PAPER ACT”
PRIMARY MARKET and NEW ISSUES
provided the PROSPECTUS
Securities EXCHANGE Act of 1934
“PEOPLE ACT”
Conduct of Broker/Dealers, Registered Reps
Public Communications
ESTABLISHED SEC
Maloney Act of 1938
Established SROs
Established FINRA
OVERSIGHT, REGULATION, DISCIPLINE
Trust Indenture Act of 1939
DISCLOSURE of BOND issues being secured
Covenants
Protect Bond Holders
Investment Advisor Act of 1940
REGISTRATION, CONDUCT, and ID of FEE-BASED INVESTMENT ADVISORS
Investment Company Act of 1940
Established DEFINITION and OVERSIGHT of MANAGEMENT COMPANIES, FACs, and UITs
Uniform Securities Act (USA) 1956
Model Legislation STATE “Blue Sky Laws”
REGISTRATION and Conduct Requirements
What THREE elements identify a trade as NOT being DISCRETIONARY?
ASSET (xyz shares)
ACTION (buy or sell)
AMOUNT ($ or # of shares)
Who must notify State Admin regarding BROKER DEALER Registration Changes (due to leaving or firing?)
- ) Prior BD
- ) New BD
- ) Agent
Who must notify State Admin regarding INVESTMENT ADVISOR Registration Changes (due to leaving or firing?)
If FEDERALLY REGISTERED: only IAR
If STATE REGISTERED: only INVESTMENT ADVISOR
When does an ADV-W become effective?
30 Days after filing the ADV-W
What is and ADV-W?
The WITHDRAWAL of an ADV
Canadian Broker Dealers are required to Register with ______ AND ______ if accounts are NON_QUALIFIED?
FINRA
and
STATE
You are NOT considered and AGENT if:
- ) Represent the ISSUER ONLY in isolated NON-ISSUER transactions
- ) Representing an ISSUER in transactions with UNDERWRITERS
- ) Representing and ISSUER in transactions w/ other FINANCIAL INSTITUTIONS
* **Essentially, not an Agent if not working with the General Public
Multiple B/D Registrations acceptable if…?
If both B/Ds are OWNED by the SAME COMPANY
ONLY under “COMMON CONTROL”
BDs and RRs EXEMPT from Registration if customers limited to…?
No more than 1 or 2 within 12 Months
Must be UNSOLICITED
IAs and IARs EXEMPT from Registration if customers limited to…?
No More than 5 within 12 months
Solicited OR Unsolicited
“Di Minimus” exemption
Variations in Securities Registration Classifications: Unregistered Exempt
OK
Variations in Securities Registration Classifications:REGISTERED NON-EXEMPT
OK
Variations in Securities Registration Classifications:
UNREGISTERED NON-EXEMPT
ILLEGAL
State Registration of Securities: NOTICE FILING
FEDERAL COVERED SECURITIES (mostly Investment Companies)
Limited State Authority
Opportunity to Collect Revenue
State Registration of Securities: COORDINATION
NON-FEDERAL COVERED Securities such as OTC BULLETIN BOARD or LINK Issues
COORDINATING with SEC
State Registration of Securities: QUALIFICATION
MOST INTENSIVE
Primarily INTRASTATE Offerings exempted from Federal Registration under RULE 147 of the 1933 SECURITIES ACT
FULL Registration process similar to that of the SEC