Term
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Definition
INVMT Banker who, singly or a a member
of an ↓writing Grp or syndicate, agrees 2 purch
a New Issue of sec from an issuer & distribute
it 2 INVRs, making a profit on the
↓writing spread. (Barrons p. 672) |
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Term
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Definition
| when a issuing Co. explicitly or implicitly endorses or approves 3rd party inf. p.859 |
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Term
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Definition
an offring of sec 2 a lim num of INVRs.
Barron's Business Law |
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Term
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Definition
An ad placed in newspapers by INVMT bankers
in a pub offring of sec that gives the basic details
about the iss & lists the ↓writing grp members
involved in the offring in αβically org-zed grpings
acc2 the size of their participation.
It is not "an offer 2 sell or a solicitation of an
offr 2 buy" but rather calls attention
2 the prospectus, sometimes called an
offring circular. (Barrons page 652) |
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Term
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Definition
a STMT filed by an ISS-R with the SEC
under the Sec Act of 1933 & containing
all relevant information about
the securities 2B offered 4 sale.
Barron's Business Law |
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Term
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Definition
a person who iss sec, & any other persons
or entitites acting under his/her control or as part
of a plan of sale or distribution of the sec.
Barron Business Law
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Term
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Definition
Test adopted by the U.S. Supreme Court
in Reves 2 determine whether a note is a sec. Beginning with the presumption th@ a note
of greater than a 9 month duration is a sec,
the family resemblance test analyzes each not
be examining 4 factors:
(1) the motivations that would prompt a reasonable BUYr and SELr 2 ENT in2 the trxn;
(2) the plan of distribution;
(3) the reasonable Xpectations of the INVng pub concerning the note in questions; and
(4) any relevant risk reducing factors, such as the presence of a regulatory scheme or collateralization. (Understanding Securities Law) |
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Term
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Definition
As defined by the Supreme Court, a fact
th@ a reasonable INVr would most likely
have considered important in deciding whether
to B or S -- that is, what a reasonable
hypothetical INVR would have considered
important, not necessarily what the
actual INVR considered important. page 872. |
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Term
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Definition
This term is defined very broadly -- mo' broadly
th@ in state CORP statutes, which require
th@ stock can be ISS-d only 4 "VAL"
in the form of $, property, or compensation
4 past services. page 847 |
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Term
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Definition
| Stock not ACQd in a reg-d offring. page 842 |
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Term
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Definition
Under Rule 145, the 4m th@ must be used
when sec holders R asked 2 approve a CORP-e reorganization or combination -- such as a reclassification of sec, a merger involving
an exchange of sec, or a transfer of assets
of 1 CORP in Xch 4 sec of another. |
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Term
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Definition
A rule adopted by the SEC 2 reduce
the uncertainty associ@ed with the DEFtion
of "↓writer."
If the REQs of Rule 144 R met, then
restr-d & CTRL sec may be sold pub-ly without reg.
page 863 |
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Term
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Definition
Specif sec or categ of sec which R never REQ 2B
reg-d ↓ Sect 5 of the 1933 Act.
The Xemption is predominantly dU 2 the intrinsic
char or nature of the ISSR itself. Xamples of Xempt
sec incl certain s-t promissory notes or bills of XCH
sec ISS-d or guar-d by municipalities, state or
fed govs, & sec ISS-d by nonprofit, religious,
educ@ional or charitable org-s.
(Understanding Securities Law) |
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Term
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Definition
Ref 2 the body of st@e sec laws.
Some st@es have statutes th@ only REQ DISCL
of m@erial inf, while other st@es have merit
regul@ion which REQ, in/add 2 full DISCL,
th@ the sec offered meet a test
of substantive fairness.
(Understanding Securities Law) |
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Term
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Definition
in sec law,a person engaged in the BIZ
of buying & selling sec 4 his/her acc
as a principal. Barron's Business Law |
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Term
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Definition
ref 2 st@e Blue Sky st@utes th@, in/add 2
REQng full & adequ@e DISCL, req th@ sec
offrings B substantially fair, just, & equitable. (Understanding Securities Law) |
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Term
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Definition
a violation of the sec laws th@ occurs
when an ISSR or ↓writer conditions the MKT
with a news Rticle, press release, or speech
about a Co. engaged in the registration of its sec. Barron's Business Law |
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Term
| private placement memorandum |
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Definition
a booklet offred by ENTRPR seeking fin-ng
from PRIV INDIV INVRs th@ furnishes inf
about themselves & their ENTERPR.
Barron's Business Law |
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Term
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Definition
A written communication th@ is deemed
a Sect 10 prospectus & constitutes an offr
2 sell the sec th@ R (or in the case of a well
known seasoned ISSR will be) the subj of a
reg STMT. A free writing prospectus is not
a st@utory prospectus.
(Understanding Securities Law)
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Term
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Definition
a single reg STMT covering the future sale
of sec, permitted by an SEC rule so that
the Co. can react quickly 2 changing
MKT cond
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Term
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Definition
| a sec offering by a person other than the ISSR |
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Term
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Definition
Clarifies the GEN rule th@ any offer
or sale outside of the US is not subj
2 the FED reg REQMTs. page 865 |
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Term
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Definition
A prospectus meeting the REQMTs
of Sect 10 of the 1933 Act. page 847 |
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Term
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Definition
Occurs where the price of an OFFRing of sec
quickly rises 2 a substantial premium above
the initial OFFRing price. The demand 4 the sec
offerd may be accompanied by an INVR
stampede 2 PURCH the coveted "hot" stock. (Understanding Securities Law) |
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Term
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Definition
OFFr 2 B-sh of a CORP, usually @ a premium
above the sh's MKT price, 4 $, sec, or both,
often with the objective of taking control
of the target Co. The SEC REQ any CORP@e
suitor accumulating 5% or more of a
tRget Co. 2 make DISCL 2 the SEC,
the tRget Co. & the relevant XCH.
(Barrons page 643) |
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Term
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Definition
a Co. reg-d ↓ Sect 12 of the Sec Xch Act of 1934
th@ subj ISSRs 2 various rep-ng REQs & 2
certain rules & regul@ions concerning
proxies, tender offers, & insider trading. |
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Term
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Definition
Type of ↓writing arrangement where
the ↓writers agree 2 act as agents 4 the ISSRs
& use their 'best efforts' in finding PURCHRs 4
the sec being offred. 2 the Xtent th@
the ↓writers R unsuccessful in finding PURCHRs,
the sec R not sold.
(Understanding Securities Law) |
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Term
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Definition
Allows U.S. and CND Co. th@ R not REQd 2 rep
↓ the 1934 Act 2 offer & sell ↑ 2 $5M of sec
in a 12 month period, of which ↑ 2 $1.5M
may B sold by the selling sec/holders.
≠available 2 INVMT COs, COs ISSng O & G rights,
or blank check COs. |
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Term
The FED sec laws
embody 3 beliefs: |
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Definition
(1) INVrs should B provided with all essential
inf prior 2 INVng in speculative ventures,
(2) CORP insiders should not B allowed 2 abuse
their position & use nonpublic inf concerning
their COs 2 their own FIN-al advantage, and
(3) misled INVRs should recv adequate relief
even in the absence of common law fraud. |
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Term
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Definition
th@ promoters of sec offerings reg them
with the Sec & XCH Commission (SEC),
an agency of the U.S. gov, & provide prospective
PURCHrs with a prospectus containing
m@erial inf about the ISSR & the offring, unless the sec or the type of trxn is Xempt from reg
investors R ≠protected from making
HI-ly speculative or foolish INVMTs.
The 1933 Act REQs only th@ they be advised
of all m@erial facts B4 they INV their money. |
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Term
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Definition
• Sect 2—defines terms, incl.sec, offer, sale, & underwriter.
• Sects 3 & 4—list Xempt sec & DESCR Xempt trxns.
• Sect 5—REQ the reg of all sec offred & sold in the US (unless an Xemption from reg is avail-
able) & the DLVRY of a prospectus.
• Sects 6–8 & 10—outline the gen procedures of the reg process & detail the guidelines 4 the reg STMT & the accompanying prospectus.
• Sects 11 & 12—DESCR the penalties, elements of liability, damages, & parties held liable 4 violation of the 1933 Act. |
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