Series 7 B chapter 1 Flashcards
customers not obligated to arbritate unless
they have agreed to the process in writing
code of arbitration
settles monetary disputes
pay up in 30 days
no appeals
code of procedure
customer complaints can lead to fines suspension expulsion no jail time
are there appeals in arbitration
no
correspondence
personal communications
25 or fewer retail customers(once 26 it is sales literature)
can be electronic
does not require prior principal approval
sales literature includes
research reports market letter reprint of article tv radio ads
retail communication
communication electronic or written to 25 or more retail customers
requires prior principal approval
Must maintain records of this for 3 years
institutional investing
Written or electronic communication to institutional investors
No prior principal approval required.
securities act of 1933
Requires full and fair disclosure through a prospectus
timeline
Securities must be registered with SEC
20 day cooling off period
Due dilligance meeting(everyone except sec)
SEC clears
each transaction must provide Final prospectus
during 20 day period, you cannot
solicit
accept orders
advertise sales literature
during 20 day cooling off period you can
tombstone ads
take nonbinding indications of interest
deliver preliminary prospectus(red hering)
due diligence meeting
everyone shows up to meeting except the sec
Final prospectus vs preliminary
Final has the offer price
best efforts underwriting
no financial obligation or liability forany remaining unsold shares for underwriter
firm commitment underwriting
underwriters do have financial liability
firm commitment usually pays more
how is offering price determined
we can look at PE ratio of other companies within our industry
look at how much interest has been generated
how are underwriters compensated
underwriters get percentage.
if for example a new issue is 20$ per share. the underwriter may get 1$ for every share sold
offering price - proceeds to the issuer is the
spread
who pays spread
the issuer
managers fee
lead underwriter takes about 10% of spread
firm who actually sold share gets
majority (largest portion of spread
this is called selling concession
what is smallest portion of underwriting spread
managers fee
what is largest portion of underwriting spread
selling concession
underwriting fee
fee paid out to other sydicates for taking on risk