U.S. Securities Law Flashcards
What is the Securities Act of 1933?
This Act governs the (1) offer and (2) sales of securities. It requires that every offer/sale be made (a) under an effective registration statement or (b) pursuant to an exemption from the registration requirements. Repercussions of violation are SEC enforcement proceedings and criminal sanctions.
What is the Securities Exchange Act of 1934?
This Act outlines a continuous reporting system, specifically reporting by public companies and SHs of public companies. It also regulates securities markets, creating rules for insider trading, tender offers, broker-dealer deals, DTC, exchanges, and transfer agents.
What is Form S-1?
General long-form registration statement
What is Form S-3?
General short-form registration for certain transactions
How do companies become subject to Exchange Act Reporting?
(1) Section 15(d); (2) Section 12(g); or (3) Section 12(b)
What is Section 15(d)?
It subjects a company to Exchange Act reporting for filing a registration statement with the SEC. This obligation starts where the statement becomes effective and the company begins to sell securities.
What are the Exchange Act Filings?
(1) Form 10-K
(2) Form 10-Q
(3) Form 8-K
(4) Form 20-F
(5) Form 6-K
(6) Schedules 14A and 14C
What is Form 10-Q?
Quarterly Report for U.S. Issuers
What is Form 8-K?
Current Report for U.S. Issuers. Contains a list of events which must be reported within four business days. Examples are:
a - entrance into/ termination of material contracts (1.01 and 1.02)
b - completion of acquisition or disposition of assets (2.01)
c - results of operations and financial condition (earnings release) (2.02) (furnished)
d - creation of material financial obligations (2.03)
e - triggering events that accelerate or increased a direct financial obligation (2.04)
f - costs associated with exit or disposal activities (2.05)
g - unregistered sales of equity securities (3.02)
h - material modification of rights of security holder (3.03)
i - change in registrant’s accountant (4.01)
j - change in control of registrant (5.01)
k - departure/ election of directors/officers (5.02)
l - amendment to organizational documents (5.03)
m - results of shareholder vote (5.07)
n - regulation FD disclosure (7.01)
o - other events (8.01)
p - financial statements and exhibits (9.01)
What is an exit facility (exit financing?)
The financing provided to Chapter 11 debtors to allow them to emerge from bankruptcy. The availability of adequate exit financing is often a condition to confirmation of a plan of reorganization. Reorganized debtors use exit financing to pay creditors’ claims under the plan and to fund their ongoing operations after bankruptcy.
What is pari passu?
“Equally and without preference.” Multiple loans, bonds or stock that rank equally in right of repayment in the event of bankruptcy. Pari passu creditors are paid pro rata in accordance with the amount of each creditor’s claim.
What is Regulation S-X?
It governs the requirements for financial statements included in registration statements and other filings under the Securities Act of 1933 (Securities Act) and the Securities Exchange Act of 1934 (Exchange Act).
