Chapter 13 Flashcards
(40 cards)
SEC
Regulates securities
Underwriting
Process of issuing stock to the public
Underwriter
A securities firm that assists a corporation in offering stock to the public
Direct listing
Alternative to ipo where shares are sold directly to the public
SPAC
Alternative to ipo uses the proceeds of an ipo to find a target and take it public
Up-C
A structure used by an LLC or partnership in an ipo that preserves the single, pass through tax status 355
Equity security
Stock
Debt security
Bond
Registration statement
Filed with sec prior to issuance of securities to the public
Prospectus
Primary part of registration statement.
Tombstone ad
Announcement that securities are being issued by a corporation
Exempt securities
Except from registration requirements of 1933 act like those issued by local state or federal govt, non profits, domestic banks etc 357
Private placement offering
Private no public offering of stock
Dealer
Firm that buys securities for resale to its customers
Shelf registration
Registration of new stocks up to 3 years in advance of sales
Section 12 company
Trade on national exchanges or those with significant assets that are required to register securities and file other reports with SEC 361
Form 8k
Filed with SEC to report major events in a section 12 company 361
Form 10Q
Quarterly report filed with SEC by section 12 company
Form 10k
Annual report filed by section 12 company 362
Rule 10b-5
Prohibition of insider trading
Tipper v tipper
Insider trading tips 364
Short swing profits
Profits made by corporate insiders within 6 months that must be disgorged
EDGAR
Secs e filing system
Blue sky laws
State laws regulating securities 368