Supervision Of Investment Banking & Research Flashcards
Within _____ days each calendar quarter, firms must make a record that includes a statement by the analyst that the views expressed in public appearances reflect the analysts personal views at the time
30 days
SEC Rule 144
Rule 144 regulates the sale of both control and restricted securities
When you encounter a rule 144 question, look for the following two things
1) what kind of stock is being sold
2) Who is selling it?
Control Securities
Control securities are those owned by people who are affiliated with the issuer, such as directors, officers, the spouse of an officer, or persons who own more than 10% of a company’s outstanding shares.
Such persons are subject to volume limitations on the sale of these securities for if they are affiliated with the company
Unless unregistered, such as privately placed stock, control stock is not subject to the holding period requirements imposed on restricted stock but is subject to volume limits throughout the time the owner holds the control position
Control & Restricted Stock - Volume Limits
Rule 144 limits the total sales of stock over any 90-day period to the greater of:
- 1% of total outstanding shares of the same class at the time of sale; or
- the average weekly trading volume in the stock over the past four weeks
Note —> Unregistered restricted stock held by a non-affiliate (a non-insider) can sell freely thereafter
Restricted Securties
Restricted securities are those acquired that a regulation D private placement or any means other than a registered public offered.
Restricted Stock - Holding Period
If the issuers is subject to the reporting requirements of the exchange act, its restricted securities may not be sold until they have been held fully paid for a minimum of six months; otherwise the hold is one year.
ONLY restricted stock has a holding period. Control stock, unless it is restricted due to it being acquired in a private placement, can be sold immediately (volume limited apply)
Private Placement Filing Requirements
FINRA rule 5123 requires each member firm that sells a security in a non-public offering to submit to FINFA a copy of any private placement memorandum, term sheet, or other offering document within 15 calendar days of the date of the first sale.
An affiliate, in any 90 day period, may sell up to 5,000 shares or less or may sell stock value of $50,000 or less without having to file form 144 with the SEC
Regulation S
Provides safe hard for US based issuers that sell securities outside of the US.
As long as the provisions of regulation S are met, the securities are exempt from registration with the SEC.
To be exempt, the securities must be sold in an offshore transaction to NON US RESIDENTS
Shares sold in a regulation S offering are generally restricted for resale to U.S. residents for a 12 month seasoning period. If the company is subject to reporting requirements and is current, the holding period is six months. The holding period for debt is 40 days.
Sarbanes Oxley requires that within _____ days of becoming an officer or director of a publicly traded issuers, such person must file _____ with the SEC as to his/her ownership of the common stock of the issuer.
Subsequent changes are made using ______ within _____ business days.
Within 10 days of becoming an officer
Form 3 is used to establish initial holdings
Form 4 is used to establish changes in holdings
Form 4 must be within 2 days of a change
Insiders & Short Selling
Insiders cannot short the issuer’s stock nor can they take short swing profits
Short swing profits is a profit earned by buy and selling the issuer’s stock in a 6 month period or less. Short swing profits must be returned to the issuers.
Insiders are permitted to short the issuer’s stock against the box provided the position is closed out within 20 days
Writing calls against a long stock position is an acceptable income strategy.
Restricted Person Defintion
Restricted persons include
- FINRA members
- Employees of member firms
- Finder and fiduciaries on behalf of the managing underwrite
- Portfolio managers
- Any person owning 10% or more of the member firm
- Immediate family members
Prospectus Delivery Requirements
For new issues that quality for listing on an exchange or NASDAQ, the prospectus delivery requirement is 25 days.
If the new issue with trans on the OTCBB or OTC pink market, the period is 90 days
All or none underwriting
In an all or non underwriting, either the entire amount of securities being offered are sold or the whole underwriting is cancelled.
Until it is verified that the winter issue has been sold, funds received from customers wishing to purchase the securities are hold in escrow at a QFI
Attorneys, saving and loan associations, and non-carrying B/Ds cannot act as escrow agents in all or none underwritings.
Analyst Restrictions - Investing in Companies Covered
FINRA prohibits analysts and members of their households from investing in a company’s securities for 30 days before and 5 days after the analyst issues a research report.
FINRA Rule 3110(d) - Investment Banking Activity
Firms must submit a quarterly report to FINRA detailing its investment banking activities
This report must be delivered to FINRA within 10 days of the close of the quarter.