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
- Basic info
- Registration is effective 20 days after filing
2
Q
1934 Act
A
- Created SEC
- Concerned with ongoing reporting and focuses on secondary offerings
3
Q
SEC responsible for
A
- Administering federal securities laws
- Regulating brokers
- SOX
- Ability to de-list any issuer not in compliance with SOX
4
Q
1933 Registration must be filed and Prospectus available when… (SPIN)
A
- offer Securities
- Public issue
- Interstate commerce
- No other exemption is available
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
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
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
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
9
Q
1934: Large Accelerated Filer
A
- >= $700m FMV of securites
- 10-K = 60 days
- 10-Q =40 days
10
Q
1934: Accelerated Filers
A
- $700m >= 75m
- 10-K = 75 days
- 10-Q = 40 days
11
Q
1934: Non-Accelerated Filer
A
- < $75m
- 10-K = 90 days
- 10-Q = 45 days