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Almost any stake in the ownership or debt of a company.
What is a security?
The first of the two major statutes regulating the securities industry.
What is the Securities Act of 1933? (aka the '33 Act)
What the acronym IPO stands for.
What is Initial Public Offering?
The second of the two major statutes regulating the securities industry.
What is the Securities Exchange Act of 1934? (Aka the '34 Act)
These are the two committees of a well-governed company.
What are the audit committee and the compensation committee?
Two of the many different types of securities.
What are: stock, bond, note, debenture, warrant, other instrument representing either an ownership interest in a corporation or a promise of repayment of debt by a corporation, a fractional undivided interest in oil, gas, or other mineral rights or investment contracts?
The '33 Act governs this business activity, primarily, in order to ensure that important information is made available to investors.
What is the initial sale of stock by businesses?
Every corporation issuing stock must comply with the '33 Act unless one of these is available.
What is an exemption?
The '34 Act provides for this, primarily, in order to ensure investors have access to important information after a company issues stock.
What is a continuous disclosure system?
A primary goal of corporate governance is to ensure that a company's officers' interests are aligned with these persons' interests.
When someone uses non-public information to buy or sell securities.
What is insider trading?
The '33 Act was enacted primarily to (1) prohibit this and (2) ensure this.
What is (1) fraud (on potential investors) and (2) a stable securities industry.
The three rules under Reg D.
What are Rule 504, 505 and 506?
One of the two types of companies that are subject to the '34 Act.
What is EITHER (1) companies listed on a national stock exchange or (2) companies that have assets in excess of $10 million and five hundred or more shareholders.
The security industry's name for state securities laws.
The exactly correct name of the government agency that oversees U.S. federal securities laws.
What is the Securities and Exchange Commission?
A document filed with the SEC by a company issuing securities that describes the securities offered for sale, the company's properties, business and management, how the company intends to use the sale proceeds, and any pending lawsuits or special risk factors.
What is a registration statement?
A person who (1) earned >$200k (or >$300k with a spouse) in each of the prior 2 years, and reasonably expects the same for the current year, OR (2) has a net worth > $1 million (alone or with a spouse) excluding the value of the person’s primary residence, OR (3) holds in good standing a Series 7, 65 or 82 license.
What is an accredited investor?
The maximum amount a company found guilty of violating the '34 Act can be fined.
What is $25 million?
A securities law enacted in 2002, named after the two senators that sponsored it.
What is the Sarbanes-Oxley Act?
The two things that SEC Rule 10B-5 makes unlawful.
What is (1) making any untrue statement of a material fact or (2) omitting a material fact (if doing so causes the statement to be misleading)?
To whom a prospectus must be provided.
The number of days a company must wait after its registration statement becomes effective before it can begin selling new securities.
What is 20 days?
Martha violated the '34 Act. The maximum amount she can be fined AND her maximum prison sentence are these.
What is $5 million and 20 years?
A document that asks a shareholder for permission to vote on behalf of that shareholder on corporate matters.
What is a proxy?