Section 12: Federal Securities Regulations Flashcards

1
Q

1933 Federal Securities Act

A
  • Concerned with the original issuance of securities intended for sale to the public
  • Sufficient info is availiable
  • Must file:
    • Prospectus - Part 1
    • Registration statement
      • Basic info
        • Names and addresses and amounts held of directors with at leasr 10% of stock
        • Intended use of proceeds
        • Company debt
        • Operating history and pending litigation
      • Financial info
        • Audited B/S
        • Audited P&L
  • Registration is effective 20 days after filing
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2
Q

1934 Act

A
  • Created SEC
  • Concerned with ongoing reporting and focuses on secondary offerings
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3
Q

SEC responsible for

A
  • Administering federal securities laws
  • Regulating brokers
  • SOX
  • Ability to de-list any issuer not in compliance with SOX
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4
Q

1933 Registration must be filed and Prospectus available when… (SPIN)

A
  • offer Securities
  • Public issue
  • Interstate commerce
  • No other exemption is available
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5
Q

1933 Exemptions (ACID-BRAINS)

A
  • regulation A - small offerings (<= $5m/12mo/15days/offering circular, can resell/advertise)
  • Commercial paper - mature <= 9mo
  • Intrastate offerings - 80% of biz in single state
  • regulation D - private placement offerings (504, 505, 506)
  • Brokerage transactions
  • Regualted induatries
  • Agencies of the gov
  • Insurance contracts
  • Not for profits
  • Stock dividends and splits
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6
Q

Regulation D: 504

A
  • Notify SEC w/in 15 days of first sale
  • No advertising to nonaccredited investors
  • Resale to nonaccredited investors permitted
  • <= $1m
  • w/in 12 mo
  • Unlimited number of investors
  • Financial info given: none
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7
Q

Regulation D: 505

A
  • Notify sEC w/in 15 days of first sale
  • No advertising
  • investment purpose only, cannot resell for 2 yrs
  • <=5m w/in 12 mo
  • unlimited accredited
  • non accredited <=35
  • Financial info given:
    • accredited = none
    • nonaccredited - audited B/S
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8
Q

Regualtion D: 506

A
  • Notify SEC w/in 15 days of first sale
  • no advertising
  • investment purpose only, cannot resell for 2 yrs
  • unlimited $ amount
  • unlimited amount of time for issuance
  • unlimited accredited
  • non accredited <=35
  • Financial info given:
    • accredited = nothing
    • nonaccredited = audited B/S and represented by accredited person
  • Under JOBS acts, general solicitation allowed if all accredited
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9
Q

1934: Large Accelerated Filer

A
  • >= $700m FMV of securites
  • 10-K = 60 days
  • 10-Q =40 days
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10
Q

1934: Accelerated Filers

A
  • $700m >= 75m
  • 10-K = 75 days
  • 10-Q = 40 days
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11
Q

1934: Non-Accelerated Filer

A
  • < $75m
  • 10-K = 90 days
  • 10-Q = 45 days
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