Securities Exchange Act of 1934 Flashcards
Any purchaser who
purchases over 5% of a class equity in securities must file a report with the SEC
Under the 1934 act - issuer of securities
1) must file annual and quarterly reports to the SEC
2) File material events - change in control, change in amount of securities issued, change in officers.
3) Proxy statements when proxy solicitations exist
The 1934 Act has registration provisions that require
specific disclosures including
1) Bonus and profit sharing arrangements
2) Financial Structure and nature of business
3) Names of officers and directors
For the 1934 Act to apply (including 10b-5)
Wrongful acts must be accomplished through
1) Mail
2) other use of interstate commerce
3) through a national securities exchange
The SEC
does not rate securities