SIE

Securities Act of 1933

An issuer of corporate securities must provide full and fair disclosure about itself and the offering

Securities Exchange Act of 1934

Regulates the trading of securities such as stocks and bonds in the secondary market

Trust Indenture Act

Prohibits bond issues valued at more than 50 million from being offered to investors without an indenture

Trust indenture

A written agreement that protects investors by disclosing the particulars of the issue (coupon rate, maturity date, and any collateral backing the bond)

Registration Statement

A statement filed with the SEC that discloses all material information concerning the corporation making a public offering

Schedule A

Registration statement that applies to corporations issuing new securities

Schedule B

Registration statement for foreign government issues

Shelf Registration

Allows issuers to sell securities that were previously registered with the SEC without additional permission. Gives issuers up to three years to sell previously registered shares.

Cooling-Off Period

the 20-day period following the filing of a registration statement with the SEC for a new non-exempt securities offering. During the "cooling off" period, the issue cannot be sold, advertised, recommended; nor can orders to buy the issue be solicited from customers. During the "cooling off" period, the SEC reviews the filing for "full and fair disclosure."

No Approval Clause

The statement that the SEC requires is displayed on the cover of each prospectus not guaranteeing the contents.

Toward the end of the cooling-off period

When is the last time syndicate members can back out of an underwriting agreement?

Blue Sky Laws

State laws that regulate the offering and sale of securities for the protection of the public

Notification

Companies that previously sold securities in a state can renew their previous application

Coordination

Registering with the SEC and states at the same time. The SEC helps companies meet blue sky laws by notifying all states in which the securities are to be sold

Qualification

For securities that are exempt from federal registration but require registration with the state through the State Administrator

Firm Commitment Underwriting

underwriter agrees to purchase all the securities that remain unsold after the offering

Standby

Underwriter signs an agreement with the issuer to purchase any stock not purchased by the public if and when an issuer has a rights offering

Best-Efforts Underwriting

Underwriter agrees to make its best effort to sell all the securities to the public

All-or-None Underwriting

All the securities must be sold by the deadline; otherwise, the deal is canceled, and the money must be returned to the investors

Mini-Max Underwriting

A specified minimum number of securities must be sold in order for the deal not to be cancelled.

Red Herring

Contains all the essential facts about the issuer and issue except the final public offering price and the effective date

Effective Date

The date when the issue will first be sold

Final Prospectus

Legal document that the issuer prepares, containing material information about the issuer and new issue of securities

Registrar

Make sure that the outstanding shares don't exceed the amount of stock the issuer authorizes under its corporate charter or bylaws

Transfer Agent

Person or institution that maintains records of a corporation's stock and bond owners but also cancels and issues certificates as well as distributes dividends

90 Days

Number of days for a final prospectus to be available for unlisted IPOs?

25 Days

Number of days for a final prospectus to be available for listed IPOs?

Intrastate Offerings

At least 80% of the corporations assets or revenues or must be in state or 80% of money raised must be used in the state of the offering. Additionally, at least 50% of the company's employees must work in the state of the offering

Regulation A

Simpler registration that are exempt for securities act of 1933 if offering size is worth 20 million or less or 75 million or less within a 12 month period

Regulation D

Offering to no more than 35 unaccredited investors per year

Rule 144

Owners of restricted stock and control stock must wait at least 6 months before selling and most investor can sell at one time is 1% of outstanding shares or the average weekly trading volume for the previous 4 weeks, whichever is greater

Rule 144A

Allows unregistered domestic and foreign securities to be sold to QIBs in the United States without a holding period