Series 24
Security
An investment that indicates ownership of a corporation (stock), a creditor of a
corporation or a governmental body (bond), or rights to ownership (options,
warrants),
Securities Act of 1933
Governs the Primary Market, first piece of federal legislation covering the
securities industry to set guidelines concerning full and fair disclosure in the
primary market with the goal of ensuring that investors are provided with
sufficient information regarding a new issue of securities.
Securities Exchange Act of 1934
Regulates the secondary market, requires the SEC registration of both
exchanges and market participants, such as broker dealers. Created the SEC.
Investment Company Act of 1940
Covers companies that are formed to pool investors money, most popular
being mutual funds, enacted to regulate firms that sell their investment advice
for a fee.
Self-Regulating Organizations (SROs)
Set their own rules and regulations for their own members within the broader
framework of federal law and the SEC.
,The National Association of Securities Dealers (NASD)
Created in 1939 to act as the SRO for the OTC market. Half of future FINRA.
Maloney Act
Enabled the creation of municipal securities rulemaking board (MSRB) in
1975 to establish rules and regulations specifically for the municipal securities
industry. Half of future FINRA.
American Depositary Receipts or Shares (ADRs or ADSs)
Used to facilitate the trading of foreign stocks in the United States. Represents
claim to a foreign security with the shares themselves being held by U.S.
banks abroad by a depository bank that issues the ADR.
Reporting Company
An issuer of securities that's listed on a national securities exchange, and any
other publicly traded corporation that has total assets of more than $10 million
and more than 500 shareholders.
Institutional Investors
Banks, savings and loan associations, insurance companies, registered
investment companies, investment advisers registered under SEC, any entity
worth at least $50 million, 403(b) employee benefit plan excluding
participants.
,Qualified Institutional Buyer (QIB)
Generally have to pass a three part test to be considered this; insurance
companies/registered investment companies, and registered financial
advisers, buyers must be purchasing for their own account, and the buyer
must have at least $100 million of securities of issuers that are not affiliated
with the buyer.
Private Investment in Public Equity (PIPE)
A private placement of securities in which a broker dealer assists an issuer by
helping distribute restricted (unregistered) securities to a small group of
accredited investors.
Form S-1
The Basic Registration form that most companies conducting initial public
offerings are required to use.
Form F-1
Foreign equivalent of form S-1.
Form S-3
, Often referred to as short form registration statement, used by seasoned
issuers of securities. Minimum requirement to file an S-3 is a public float of
$75 million in voting and non voting equity.
Form S-4
For situations where securities are being offered as a result of a business
combination or merger/acquisition.
Form S-8
Filed with the SEC to register securities that are made available through
employee benefit plans.
Red Herring
Part of form S-1, the pre-liminary registration statement
The Pre-Registration Period or Pre-Filling Period
The process of registering a new issue begins with this period. During this
phase, the issuer prepares the registration statement with the help of its
underwriters. Sometimes referred to as the Quiet Period.
Filling Date
Signifies the end of the pre-registration period.
Security
An investment that indicates ownership of a corporation (stock), a creditor of a
corporation or a governmental body (bond), or rights to ownership (options,
warrants),
Securities Act of 1933
Governs the Primary Market, first piece of federal legislation covering the
securities industry to set guidelines concerning full and fair disclosure in the
primary market with the goal of ensuring that investors are provided with
sufficient information regarding a new issue of securities.
Securities Exchange Act of 1934
Regulates the secondary market, requires the SEC registration of both
exchanges and market participants, such as broker dealers. Created the SEC.
Investment Company Act of 1940
Covers companies that are formed to pool investors money, most popular
being mutual funds, enacted to regulate firms that sell their investment advice
for a fee.
Self-Regulating Organizations (SROs)
Set their own rules and regulations for their own members within the broader
framework of federal law and the SEC.
,The National Association of Securities Dealers (NASD)
Created in 1939 to act as the SRO for the OTC market. Half of future FINRA.
Maloney Act
Enabled the creation of municipal securities rulemaking board (MSRB) in
1975 to establish rules and regulations specifically for the municipal securities
industry. Half of future FINRA.
American Depositary Receipts or Shares (ADRs or ADSs)
Used to facilitate the trading of foreign stocks in the United States. Represents
claim to a foreign security with the shares themselves being held by U.S.
banks abroad by a depository bank that issues the ADR.
Reporting Company
An issuer of securities that's listed on a national securities exchange, and any
other publicly traded corporation that has total assets of more than $10 million
and more than 500 shareholders.
Institutional Investors
Banks, savings and loan associations, insurance companies, registered
investment companies, investment advisers registered under SEC, any entity
worth at least $50 million, 403(b) employee benefit plan excluding
participants.
,Qualified Institutional Buyer (QIB)
Generally have to pass a three part test to be considered this; insurance
companies/registered investment companies, and registered financial
advisers, buyers must be purchasing for their own account, and the buyer
must have at least $100 million of securities of issuers that are not affiliated
with the buyer.
Private Investment in Public Equity (PIPE)
A private placement of securities in which a broker dealer assists an issuer by
helping distribute restricted (unregistered) securities to a small group of
accredited investors.
Form S-1
The Basic Registration form that most companies conducting initial public
offerings are required to use.
Form F-1
Foreign equivalent of form S-1.
Form S-3
, Often referred to as short form registration statement, used by seasoned
issuers of securities. Minimum requirement to file an S-3 is a public float of
$75 million in voting and non voting equity.
Form S-4
For situations where securities are being offered as a result of a business
combination or merger/acquisition.
Form S-8
Filed with the SEC to register securities that are made available through
employee benefit plans.
Red Herring
Part of form S-1, the pre-liminary registration statement
The Pre-Registration Period or Pre-Filling Period
The process of registering a new issue begins with this period. During this
phase, the issuer prepares the registration statement with the help of its
underwriters. Sometimes referred to as the Quiet Period.
Filling Date
Signifies the end of the pre-registration period.
