Unit 1 - Chapter 2 - State Regs Under the Uniform Securities Act Flashcards
What is the name of the office or agency that has complete responsibility for administering the securities laws of states.
Administrator
What is a Cease and Desist Order?
Whenever it appears that any registered person has engaged in any act or practice constituting a violation of any provision of the USA or any rule. The Administrator may issue a cease and desist order with or without a prior hearing against the person or person engaged in the prohibitive activities.
What is the stop order?
Denies effectiveness to, or suspend or revoke the effectiveness of any registration statement. This applies to securities.
What is a summary order?
Acting without prior notice that allows the administrator to:
- ) postpone or suspend the registration of any securities professional pending a final determination of a proceeding related to a problem
- ) Postponing or suspending the registration of a security pending a final determination of a proceeding relating to a problem
- ) denying or revoking a specific security or transaction exemption
What is a final order?
What ends in litigation, the administrator has rendered a judgment in an action (guilty or innocent). No final order may be rendered without:
- ) appropriate prior notice to the interested parties
- ) opportunity for hearing
- ) written findings of fact and conclusions of law
What are Blue-Sky Laws?
Common term used to refer to state securities laws.
Define a person?
Means any individual, corporation, partnership, association, joint stock company, or trust where the interests of the beneficiaries are evidenced by a security, unincorporated organization, a government, or a political subdivision of a government.
Who are the three nonpersons?
- ) minors
- ) deceased individuals
- ) individuals declared mentally incompetent
Define a broker-dealer?
Any person engaged in the business of effecting transactions in securities for the account of others or for its own account. When acting on behalf of others, they are acting as brokers; when acting on behalf of themselves, they are acting dealers.
-Excludes: Agent, Issuer, Banks or Trust companies,
Define Agent?
Any individual, other than B/D, who represents a B/D or issuer in effecting or attempting to effect purchases or sales of securities. Agents are always individuals (natural persons) and their function is to be involved in securities sales or supervising those who do. Aka as registered reps
Excluded: Clerical or administrative, board members, LPs
Agents can only register in state where their B/D is registered
Define investment adviser?
Any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.
Define Investment adviser representative?
Any individual who represents a state-registered investment adviser or federal covered investment adviser performing duties related to giving of or soliciting for advisory services. These can only be individuals (natural persons).
Define Issuer?
Any person who issues or proposes to issue any security. Issuers primarily include corporations and governments. Know that under the USA with respect to certificates of interest or participation in oil, gas or mining titles or leases, or in payment out of production under such titles of leases, there is not considered to be any “issuer.”
Define Noninssuer.
Not directly or indirectly for the benefit of the issuer, it is a secondary transaction. I.e. a nonissuer transaction is one where the issuer does not receive money because the seller of the security is someone other than the issuer. Such as your basic trading on the stock markets.
Define Security?
Includes items such as stocks bonds debentures, mutual funds, variable annuities, investment contracts, preorganization certificates
Howie Decision - Four Prongs:
1.) Investment of money is made
2.) common enterprise
3.) a profit is anticipated
4.) through efforts of third-party management
What is an exempt security?
The security does not have to registered in order to be sold and there is no requirements to file advertising about the security with the Administrator.
What is an exempt transaction?
The nature of the sale is such that registration with the Administrator and filing of advertising material is not required in order for that transaction to take place.
What does it mean to be Guaranteed?
Guarantee payment of principal, interest or dividends, but not capital gains.
Explain offer/offer to sell?
Include attempt or offer to dispose of or solicitation of an offer to buy a security or interest in a security for value.
Define Fraud?
An intentional effort to deceive someone for profit; not limited to common-law deceit.
SRO
Self-Regulatory Organization such as FINRA, Municipal Securities Rulemaking Board (MSRB), Chicago Board Options Exchange (CBOE) and the Investment Industry Regulatory Organization (IIRO)
Define Solicitor?
Any individual who, for compensation, acts as an agent of an investment adviser in referring potential clients.
Define Accredited Investor
Found in Rule 501 of the federal Securities Act of 1933, refers to a person who is not counted when computer the number of investors purchasing a private placement under Reg D. This is a federal term and not one found in the USA on the exam. The term is meant to confuse when discussing the USA
Define Registrant?
Refers to those securities professionals (BDs, IAs, agents, IARs) or securities issuers, who are in the process of, or who have registered with the Administrator.
Define Institution?
Includes banks, trust companies, savings and loans associations, insurance companies, investment companies, employee benefit plans with assets or not less than $1MM and governmental agencies or instrumentalities. Institutions are included in the term persons
Define Retail Client?
those that need more protection than institutional investor and those who meet the standard of accredited investors
National Securities Markets Improvements Act of 1996 (NSMIA)
Enacted in ‘96 to promote efficiency in capital formation in the financial markets. In effect, the act generally preempts states’ blue-sky laws, eliminating the dual system of state and federal registration of certain securities and investment advisers.
What are online red flags for investors from social media con artist?
- ) Promises of high returns with no risk
- ) offshore operations
- ) e-currency sites
- ) recruit friends
- ) professional websites with little to no information
- ) No written information
- ) Testimonials from other group members
What is the legal definition of a security?
A security must constitute the following:
- ) an investment of money
- ) in a common enterprise
- ) with the expectation of profits
- ) to be derived primarily from efforts of a person other than the investor
* Note: The USA does not define the term security, but provides a list of securities
What is a common enterprise?
An enterprise in which the fortune of the investor are interwoven with those of either the person offering the investment, third party, or other investors.
Name 6 of the common investments that are NOT securities?
- ) Annuity contract
- ) IRAs or other retirement plans
- ) collectibles
- ) commodities such as precious metals or grains
- ) Condominiums used as a personal resident
- ) currency
What is a nonexempt security?
A security subject to the registration provisions mandated by the USA. The sale of unregistered nonexempt securities is prohibited practice under the USA.
What is an issuer?
Any person who issues (distributes) or proposes to issue a security. The most common issuers of securities are companies or governments. If an issuer is nonexempt, it must generally register its securities in the states where they will be sold.
What is an issuer transaction?
One in which the proceeds of the sale go to the issuer. When a company raises money be selling securities to investors, the proceeds from the sale go to the company itself.
What is a nonissuer transaction?
When the sale of the proceeds of the sales do not go, directly or indirectly, to the entity that originally offered the securities to the public. The most common instance is everyday trading on exchanges such as the NYSE. The proceeds of the sale go to the investor who sold the shares. These transactions are also known as secondary transactions.
What is an initial public offering?
The first time an issuer distributes securities to the public.
What is a subsequent public offering?
When any subsequent issuance of new share are distributed to the public after the IPO.
What are the lawful requirements of a security?
- ) It is registered under the USA
- ) the security or transaction is exempted from registration under the USA
- ) it is a federal covered security
- ) If none of the first 3, must be registered in the state of cannot not be sold
What does it mean to be federally covered?
A security that is exempt from registration on the state level.
Name the categories of federally covered securities?
- ) securities issued by open-end or closed-end investment companies, unite investment trusts, or face amount certificate company covered by the Investment company Act of 1940
- ) securities listed on most US stock exchanges
- ) securities offered pursuant to the provisions of Reg D under the Securities Act of 1933
- ) most securities exempt from registration under the Securities Act of 1933. If the federal gov says the security does not have to register, no state can overstep that
What are the methods for registering a security in a state?
1.) notice filing
2.) coordination
3.) qualification
Note: this can also be a special method for certain federal covered securities
Under NSMIA, what happens to a security when a municipal issuer is located in the state in which the security is being offered?
The security is not considered a federal covered security
What are the two items that a person do who sells federal covered securities?
- ) be licensed as b/d
2. ) comply with anti-fraud provisions of state laws
What are notice filings?
The opportunity for states to collect revenue in the form of filing fees
What may a state administrator require for federal covered securities sold in their state?
- ) documents filed along with their registration statements filed with the SEC
- ) documents filed as amendments to the initial registration
- ) report of value of such securities
- ) consent to service of process
What is the difference between federally covered securities and SEC covered securities?
federal covered securities are a narrowly defined group of securities that either trade on certain exchanges or are exempt from SEC registration. There are thousands of SEC-registered securities that do not meet the required standard including OTC Bulletin Board aka Pink Sheets
Explain registered by coordination?
a registration statement that has been filed under the Securities Act of 1933 in connection with the same filing