Regulatory entities agencies and market participants Flashcards
Securities exchange act 1934
Primary securities regulator
Broker dealers
Self regulatory organizations
Reporting companies
Broker dealer may not claim registration
The commission has passed upon or approved the broker dealers financial standings, business, or conduct
A B C
Agents brokers commissions
P D M
Principal - dealer - markup/mark down
Not a security
Insurance guaranteed whole life universal life term life endowment fixed and equity indexed annuity policies
Retirement plans (IRAs, Keogh, pensions)
Qualified retirement plans
Associated persons = DEBOP
Directors employees branch managers officers and partners
Sanctions for broker dealers “BROKER CHECK”
Don’t arrest
Don’t jail
Don’t impose injunctions
self regulatory organization’s SROs
FINRA Financial industry regulatory authority
CBOE Chicago Board options exchange
MSRB Municipal bond rulemaking board
Margin accounts
Put half down then borrow the rest from a regulated entity
Commodities commodity futures and currencies
Not covered by SIPC meaning they are not securities
SIPC Insurance covers
Missing assets
NOT Market loss
FDIC (Federal deposit Insurance corporation)
Covers member banks up to $250,000
Accredited
Net worth of 1 million excluding equity in home
Or annual income of 200,000 for two most recent years
Investment advisor
Investment advice
Business advice
Compensated for advice
Issuers and underwriters
Issuer (IPO)
Common stock
Primary sell
Traders and market makers
Like a car deal
MM- Manheim
Traders- me
OTC Over the counter
Unlisted also known as Lindsay Lohan stock he pulling trash stock or D-list
MMBB
MARKET MAKERS
Market makers by at the bid
And sell at the ask
Broker dealers
Buy at the ask
Sell at the bid
100 shares equals
1 round lot
Firm quote
A price quote that guarantees a bid or ask price up to the amount quoted
T + 2
Corporate stock
T +1
US government/federal securities
T
Trade Date
Or
Same Day
A market maker in an over-the-counter stock
Buys at the bid price
CUSIP number
Committee uniform security identification procedures meaning
Personal identification number for each individual security nine digits
Custodians and trustees
Persons or institutions responsible for making all investment decisions
Transfer agents
In charge of good delivery
UPC- uniform practice code
DTCC
Depository trust and clearing company
Worlds largest securities depository
WORLD
NSCC
National securities clearing corporation
U.S.
Primary market
Capital markets such as stock and bond markets
Primary focus is to raise funds in the public and private sector
IPO
SPO
APO
Primary sell
Securities act of 1933
Primary issuer transaction
(Manheim)
IPO- initial public offering’s
APO- additional public offerings
Secondary non-issuer transaction in the primary market
(Me/individual)
Financial markets
Stock market
Bond market
Physical or electronic venue
Regulated conduct rules
Secondary offering
Sales by one or more major stockholders to the public
Proceeds paid to stockholders
Third market
NASDAQ (Apple)
Fourth market
Unlisted
No middleman
ECNs - Electronic communication networks- Open 24 hours examples are Merrill Lynch and Raymond James
3 Ps of 1933
Paper prospectus and primary
IPO
Which of the following statements regarding the market is true?
It is composed of listed securities traded OTC
The federal reserve board
Helps regulate the economy
Monetary policy
Quickest way to make changes to air money supply
Fiscal policy
Based on taxes and spending
M1
Cash +demand deposits (checking)
M2
M1 +CDs +money market mutual funds +overnight repose
M3
M2 + negotiable CDs + term repos
Open markets activities and impact on the economy
T-bills FOMC
Most frequently used
Raising interest rates or tightening contracts
Bearish
fight inflation
Bond prices decrease
Lowering interest rates or loosening money supply
Bullish
Risks inflation
Bond prices increase
BBFF
Bank to bank for federal funding
Prime rate
Best rate
Big banks to big customers
The general public usually pays prime + one or two
Financial statements
Assets = liabilities + net worth (Equity)
Working capital
Current assets Minus current liabilities
Recession
Two consecutive quarters
Depression
Six consecutive quarters
Leading indicators and measures for economic factors
The money supply = M2
Price rule of S&P 500 index of common stocks
New building permits for private housing units
Orders for consumer durable goods and materials
Average weekly production hours in manufacturing
Coincident
Usually mirror movements of the business cycle (same time)
Employees on non-agricultural payrolls
The index of industrial production
GDP
Lagging
Consumer price index for services
Prime rate charged to banks
Labor cost per unit of output for manufactured goods
Average duration of unemployment
Inflation
Rate at which;
goods and services is rising
purchasing power of currency is falling
Deflation
Decline in prices
Stagnation
Prolonged periods of slow economic growth with high unemployment rates
Stagflation
Combination of inflation and high unemployment
Utilities
Highest Dividend payout ratio
Cyclical
Equity security affected by ups and downs in overall economy
Non-cyclical (defensive)
Stock that provides constant dividend and stable earnings regardless of the state of the stock market
Examples include; Food Tobacco Drugs Liquor Clothing Cosmetics Utilities
Counter cyclical
Stock who’s price tends to move in opposition to overall business cycle
Examples include;
Precious metals
Used automobiles
Growth industries
Industry that is growing faster than the economy
Apple
Tesla
Microsoft
Paying hardly any dividends
A. Bioengineering
B. Computers and IT
Special situation stocks
Stocks of a company with unusual profit potential resulting from non-recurring circumstances
New management
Introduction of a new product
Oprah’s stock because she pays to help her stock stay afloat
GNP
Measures the total value of all the goods and services produced by a national economy
Example includes;
US plant in Mexico or outside of the country
Deficit
More money flowing out of the country
US interest rates are low
US dollar is strong
SID- strong import deficit
US currency buys more foreign goods
Surplus
More money flowing into the country
US interest rates are high
US dollar is weak
WES- w. Export services
Keynesian theory
Active government involvement
Investment objective must
Be included in the registration statement
Registration statement
Lists everything possible on that security and up to five years business history
Tombstone advertisement
New mutual fund
Name of the issuer
Type of security being offered
Public offering price POP
Number of shares to be sold
Shelf offering
Raising money immediately and notconcerned with later
Only strong companies can do this
State registration requirements under the uniform securities act
NASAA or BLUE SKY
“STATE”
Coordination
Method of registration where the issue were files with the state at the same time files with the SEC
Qualification
IQ
Intrastate by qualification
Interstate offerings
States have high IQ
Prospectus
You can sell with this
final asking price
Offering date
Offering price
Description of offering
Preliminary prospectus
Red herring
Take orders
Distribute sales literature or advertising material
Underwriters may
Take indications of interest nonbinding on both sides
Can’t take any checks during cooling off period
Minimum of 20 days
Exempt securities
They don’t have to do a prospectus
US government securities federal (exempt)
Municipal bonds = State and local
Commercial paper and bank acceptance is with the maturity of 270 days
Insurance policies and fixed annuities
National and state bank securities
Exempt transactions
Regulation A+
Regulation D
Rule 147
Regulation S
Rule 147
Securities offered and sold exclusively intrastate
80% in state
Which of the following is used by corporations raise capital?
APO and IPOs
What can be delivered during the cooling off period of a new registration?
A red herring may be delivered to prospectus investors
What is associated with economic expansion
Increasing GDP
higher stock prices
more consumer demand
NOT rising consumer debt
Fiscal policy
Gives fits because it involves taxes and spending
What rate is set by the federal reserve board
The discount rate
SIPC coverage limits bar
$500,000 total
up to which only $250,000 can be cash
What is the basic corporate balance sheet equation
Assets = liabilities + shareholders equity
Working capital is
Current assets - current liabilities
Who decides how much and how often stock sells?
The Board of Directors
A stock dividend or a forward stock split
Not a taxable event
The number of shares goes up
Cost basis and cost of shares goes down
The aggregate position stays the same
It’s not taxed until the shares are sold
Reverse stock split
1:2
Cutting shares in half
value doubles
Process for cash dividends (STOCKS)
D Declaration = BOD E Ex = FINRA / Exchange R Record = BOD P Payable = BOD
Stock is reduced by your dividend
DERP
D Declaration = BOD E Ex = FINRA / Exchange R Record = BOD P Payable = BOD
Ex date rules
Buy on or after ex-date
no received dividends
Spin off
Type of divestiture where a parent company sells all or part of the shares of a company to create a new company
Take over
The purchase of one company known as a target company by another in a hostile manner
Tender offer
Buying securities for cash
7 business days
MMBB
Market
Maker
Buys
@ Bid price
Proxies
Power of attorney
The public never pays expenses for;
clerical
administration
mailers
Notice required…
No later than 10 days prior to the record date
Under the cumulative voting system and investor but shares of CDE would have?
500 votes yes that he could cast in anyway he chooses among five directors
Client has 100 shares of GH I common stock when the stock undergoes a split. After the split the client has?
No effective change in value of the position
Par value
Common =1
Preferred = 100
Bonds = 1000
Market value
Based on supply and demand
Warrants
Long term
Above market value
Attached to bond offering
Rights
Short term
4 to 6 weeks
Below market value
Preferred stock
Acts like a bond
fix stated dividends
Interest rates go up
Preferred stock goes down
Participating preferred stock
Pays an extra dividend
Preferred paid first
Common paid second
Preferred then paid the additional
ADRs
American depository receipts
Equity positions
Facilitating the trading of foreign shares in US market
Helps by Sony stock in US
Facilitates US citizens owning foreign shares
Dividends
Current yield
Current rate of return
Capital gains
Losses
Based on your income bracket
SEC rule 144
Regulates the sale of control and restricted securities
No holding period
Held for six months
Effective for 90 days
Penny stocks
Unlisted security trading at less than five dollars per share
Exempt from the suitability statement but NOT exempt from disclosure document
Monthly statements are provided to customers
Market capitalization
(CMV/share) x Number of common shares outstanding
Standard and poors 500 (S&P 500)
LARGE
The Wilshire 5000
Broadest US market
Characteristics of bonds
Borrow the money (debtor)
the investor lends the money (creditor)
Call provisions
Advantages to the issuer
places a ceiling on how high a Price of a bond will increase
Interest
The charge of the privilege of borrowing money usually stated as a percentage
Usually every six months
Par + semi annual interest payment
Accrued interest
Paid by the buyer to the seller
For corporate and municipal bonds
Using 30 day months and 360 day years
Fort government securities
Bonds trading flat
without accrued interest
Trade on an agreed-upon market price only
Zero coupon bond
Sold at a discount and mature at par
A bond would be considered speculative below which of the following ratings?
BBB
list treasury bills treasury bonds and treasury notes in ascending order of maturity
Bills
Notes
Bonds
The only 100% back by the full faith and credit of the United States government mortgage Association
Ginnie Mae = GNMA
Interest taxed at all levels- federal, state, and local
4 Gs
Ginnie
Guaranteed
Government
Guaranteed monthly income
Pays monthly interest
Collateralized mortgage obligation’s
CMOS
Equity positions
Pools of private individualize mortgages
Pass through certificates
Monthly check
Collateralized debt obligations
CDOS
Very risky
Pool of non-mortgage-backed security‘s
Money market securities
Short term
High quality debt
Best liquidity
Mostly T-bills
One year or less to maturity
TANS
Taxes
Tax anticipation notes
Example is Worthington sidewalks
RANs
Revenue
Revenue anticipation notes
Example is OSU wants new bleachers
Commercial paper
High quality short term debt obligations
270 days maximum maturity
Bankers acceptances
Facilitates foreign trade of imports and exports
Backed by the letter of credit
Issued at a discount
270 days maximum maturity
US treasury bills
Treasury notes and bonds in the final year of maturity
Liquidation priority list
Taxes
Secured Debt
General creditors
Common stock
(MONEY MARKET INSTRUMENTS)
Municipal bond characteristics
GO (General obligations) -T Taxes
Backed by full faith and credit general taxing Authority
Political subdivisions cities and counties - Ad Volorem (real estate) taxes (property tax)
Double-barreled Bonds
Primarily backed by revenue ultimately by municipality
Revenue bonds
Self-supporting
Fees are from highways bridges airports and parks
Open End Bonds
Allowing further issuance of bonds with the same status and equal claims on assets
Closed End Bonds
Allowing NO further issuance of bonds with an equivalent lien on assets
Revenue bonds
Industrial development revenue bond IDRs
Used to construct facilities or purchase equipment
Safest bonds
Public housing in new housing (SECTION 8 Bonds)
Backed by for faith and credit of US government
Section 529 Plans
Municipal fund securities for K through 12 and post secondary education
The donor may also be the Donee
Unlimited donations
5 year aggregate
Section 529 Plans
Prepaid tuition plan
College savings plans
Local government investment pools (money market)
Achieving a better life experience account (ABLE)
Ability or disability
Muni bonds
Whatever level is given to you in bonds they tax you on the same level
Federal tax exempt interest
Taxable at state and local
A B C
Agent broker commission
P D M
Principal Dealer Mark-up
Gifts and gratuities to other municipal dealers
$100 limit per year
Derivative securities
Speculative contracts
Risky