Regulations of Securities Markets Flashcards
Form S-1
form submitted to register securities
Primary market
where new securities are sold to the public for the first time
Where do proceeds in the primary market go to?
The issuer
Where do IPOs and follow-on offerings take place
Primary market
Effective date
the date the SEC sets for the issue to be sold
Cooling-off period
Minimum of 20 days
Rule 147 Intrastate offering
securities purchased under this rule may not be sold outside of the state for 6 months
An exempt transaction that is a offering made to investors only in one state
rule 147 intrastate offering
investment banker
underwriter
underwriter
a BD that helps issuers with the public distribution of securites
indications of interest
the underwriting firms may collect names of customers who would like to put the new issue during the cooling off period (not binding)
SEC (securities and exchange commission)
the ultimate enforcer of federal securities laws, protects U.S. investors
Deficiency letter
SEC will issue this if they feel the registration statement is incomplete. the issuer will file an amendment and the cooling off period will begin again
Statutory Prospectus
final prospectus, an offer to sell and initial public offering. (for securities, mutual funds and variable insurance products)
underwriting agreement
written agreement outlining the underwriter fees and compensation
what is including in the underwriting agreement?
POP, underwriter spread per share, net proceeds to be received by the issuer and provisions of the contract.
Dealer
firm that acts as a principal, trading for its own account
Who charges a mark up on purchases or markdown on sales instead of being paid a commission
Dealer
Cost basis
original purchase price of a security, plus any costs associated with that purchase such as commissions
associated person
Any person under common control, or any employee of a BD including a RR. (any partner, officer, director, or branch manager)
underwriting spread
the difference between the POP and the amount the issuer receives in an offering
this compensates the managing underwriter, syndicate and selling group
underwriting spread
equity
(STOCK) a security representing financial value in a corporation