IB Exam

10b-18

Public Market Rule - for buyback: 1 Broker, no last 10 mins, price, volume, disclosure

Schedule TO

third party owns more than 5% at beginning of tender

Schedule 13D

third party owns more than 5% at end of tender

Regulation 14d

applies to entity making tender offer - "All holders rule" + 20 business days

Rule 13(e)

Company seeking to go private - file schedule ——

Section 5

prohibits ale of securities without a registration statement - protects investors by requiring disclosures

Section 4(A)(1)

ordinary trading exemption - non issuer, underwriter, or dealer

Section 4(A)(2)

Private Placement Exemption - doesn't involve public offering

Section 12

liability on issuer for misstatement or omission in prospectus

Section 11

Right to sue for false or misleading information in registration documents

Due Diligence Defense

free from liability if can demonstrate took reasonable verification process

Form S-1

registration statement for domestic issuers

Form S-3

simplified S-1 if already satisfy SEC requirements

Shelf Rules (415)

allows companies to register a large block of securities in advance - so can sell portions in future without registration

Howey Test

What is a security: investment of money, expectation of profit, from a common enterprise, depending solely on efforts of a third party

Rule 10b-5

anti-fraud provision - includes insider trading

13(d)

5% threshold or 1% change

Section 16(a)

Affiliate threshold - owner of 10%, director, or officer

HSR threshold

must alert FTC and DOJ if merger is over dollar amount

Poison Pill threshold

individual or entity acquires 10-15% - anyone can buy more shares at discounted price to deter hostile takeovers

13(G)

own 5% but exempt from 13(d)

13(e)

going private

Section 14(a)

requires full + accurate info for voting on proxies

14(d)

tender offer rules

broker dealer regulation

how brokers can buy and sell securities on behalf of clients

15c-2(11)

initiate trading OTC (other way of going public)