Passing Score - Series 7 Flashcards
What is the Securities Act of 1933?
Applies to the primary market (i.e., when new securities are issued). The first act of federal regulation which resulted from the abuses leading up to the 1929 stock market crash and the Great Depression. Ensures increased transparency through public disclosure and prohibits misrepresentation and fraudulent activities. Made filing of a registration statement with the SEC a requirement. The registration statement includes a prospectus which must contain detailed information about the company, its business risks and audited financial statements
What is the Securities Exchange Act of 1934?
Applies to the secondary market (i.e., securities purchased from other investors and dealers rather than directly from issuing companies). Established the Securities and Exchange Commission (SEC). Gives the Federal Reserve Board regulatory oversight over the extension of credit in the securities industry. Regulates exchanges, broker-dealers and securities trading in the secondary market including:Transactions:
- Extension of credit
- Prevention of market manipulationShort salesOversight of industry self-regulatory organizations (SROs)Companies with securities trading:
- Registration and filing: After total assets and number of shareholders reaches a certain level a corporation must register with the SEC. If engaging in interstate commerce registration and filing of an annual report with the SEC is requiredProxies: Proxies are a power of attorney signed by a shareholder granting another party the authority to vote on the shareholder’s behalf at annual shareholders’ meetings. Proxies must be in a standardized format and contain all necessary information. Proxies must be filed with the SEC. Solicitations of proxies by corporations must follow certain rules. Shareholders must receive a proxy statement outlining all voting topics and in certain circumstances, where a registered rep may benefit from advising a customer to vote, the rep must file information schedules with the SEC
- Insiders
What are Self-Regulatory Organizations (SRO)?
SROs set rules and regulations for its own members in order to maintain fair and orderly securities markets and to protect investors. SROs were established by the Maloney Act of 1938 and operate under the supervision of the SEC (Securities and Exchange Commission)
What is the Maloney Act of 1938?
An amendment to the 1934 Act that applies to the over-the-counter (i.e., non-exchange) market. Allows for the creation of non-exchange SROs (Self-Regulatory Organizations) which are designed to prevent unfair practices. For example, the National Association of Securities Dealers or NASD (now the Financial Industry Regulatory Authority or FINRA) and the Municipal Securities Rulemaking Board or MSRB
What is the Trust Indenture Act of 1939?
Applies to the bond market. Protects bond investors by requiring an indenture (i.e., agreement) between the issuing corporation and a trustee (typically a bank or trust company) who would represent the bond owners in the event of the corporation’s liquidation. Required for corporations issuing more than $10 million of debt. The SEC is responsible for the creation and implementation of regulations that enforce the act[Note: Municipal bonds, government bonds, and other exempt securities are not subject to the provisions of the Trust Indenture Act]
What is the Investment Company Act of 1940?
Applies to firms, such as mutual funds, that pool investors’ money in order to invest the pooled funds in securities. Defines responsibilities for disclosure of material information and financial status of the firm as well as limitations on some forms of investing such as short selling
What is the Investment Advisers Act of 1940?
Applies to investment advisers. Provides an exact definition for an investment adviser which specifically exempts broker-dealers, banks, accountants, lawyers, publishers, engineers, teachers and government securities advisors who provide related services but do not provide investment advice as the main source of their compensationAn investment adviser is anyone who offers their services to the public as an investment adviser and charges a separate fee for that service. Anyone that meets this criteria will be defined as an investment adviser regardless of their membership in the aforementioned exempt groups and must register with the SEC
What is the Securities Investor Protection Act of 1970 (SIPA)?
Applies to brokerage firms. Created an industry-funded insurance corporation for the customers of a brokerage firm in the event that it becomes insolvent. Most brokers, dealers, members of national exchanges and FINRA members are required to participate. The resulting non-profit insurance corporation is called the Securities Investor Protection Corporation or SIPC
What is Regulation T?
Federal Reserve Board Regulation T governs the extension of credit for the purchase of securities including customer cash and margin accounts. Rules include:
- The amount of credit a broker-dealer is allowed to extend to customers is 50%; of the total market value of the securities (e.g., If a customer purchases $10,000 of securities the maximum loan value is $5,000)Initial margin requirementsAdditional requirements for day traders The type of securities allowed to be purchased on credit aka margin (e.g., securities listed on registered stock exchanges and Nasdaq)Payment dates for securities
* The circumstances under which an account must be frozen
What are the initial margin requirements as stipulated by Regulation T?
Customers purchasing securities on margin are required to deposit in cash 50%; of the value of the margin transaction within two business days of the settlement date and will receive a Reg. T call for the amount. If depositing securities as collateral in lieu of cash the customer must deposit twice the amount of the call[Note: New issues may not be used as collateral for a margin loan until they have been held for at least 30 days. New issues may be purchased on margin after 30 days. Mutual funds may never be purchased on margin but may be used as collateral after they have been held for at least 30 days]
What are the additional requirements for day traders as stipulated by Regulation T?
A day trader is defined by the SEC as anyone the firm has reason to believe is a day trader or anyone who buys and sells the same security on the same day at least four separate times over any five business days. They are subject to additional requirements that include:The customer must be designated as a pattern day trader
* Pattern day traders must hold at least $25,000 in equity in their account prior to executing any day trades and must hold the $25,000 in their account for two business days following any day trading activityThe account must go for three months without a day trade in order to drop the day trader designation and restrictions
What are the payment due dates for securities as stipulated by Regulation T?
Customers must pay for securities at specified payment dates otherwise their account is frozen for 90 days where no credit may be extended and the broker-dealer will sell the unpaid securities. An extension of the payment date may, under certain circumstances, be requested on or after the payment date from the NYSE for securities listed on the NYSE and from FINRA for over-the-counter securities. The specified payment dates include:Corporate securities: 2 business days after regular-way settlement (5 business days total)Options: 4 business days after regular-way settlement (5 business days total)Cash transactions: Same day as settlement (same day as transaction)U.S. government securities are exempt from Regulation T and payment is typically due the same day as settlement (next business day)
* Municipal securities are exempt from Regulation T and payment is typically due the same day as settlement (3 business days)
What are the Regulation T requirements for basic options?
The premium for options must be paid in full. Like corporate securities, payment for option premiums must be made by the second business day after a regular-way settlement (five business days after the execution date). Margin is not required for writing covered options but is required for writing uncovered options. Options with expiration dates of at least 9 months may be used as collateral for a margin loan at 25%;Regulation T also specifies requirements for specific options including:
- Index options
- Writing covered calls
- Writing covered puts
- Writing uncovered options
What are the Regulation T requirements for index options?
Buyers of index options must pay the premium in full. Writers of index options are always considered to be uncovered and must deposit margin. The initial equity requirement is $2,000 and settlement is next day
What are the Regulation T requirements for writing covered calls?
The option account for writing covered calls may be cash or margin. To qualify as covered one of the following must be satisfied:Ownership of underlying stockOwnership of securities that are convertible into underlying stockOwnership of a long call with a strike price that is the same or lower and an expiration date that is the same or later than the written callAn escrow receipt that shows that the underlying stock is deposited at a bank and may be delivered upon exercise of the written call[Note: The qualifying securities or escrow receipt must be deposited into the account that holds the written call]Margin does not need to be deposited for covered calls. However, if the qualifying securities were purchased on margin the investor may need to deposit margin and may use 100%; of the premium received for writing the call to contribute to the margin requirement
What are the Regulation T requirements for writing covered puts?
The option account for writing covered puts may be cash or margin unless the put is covered by a short position in which case the account must be margin. To qualify as covered one of the following must be satisfied:Ownership of a put with a strike price that is the same or higher and an expiration that is the same or later than the written putA short position in the underlying securityCash deposited in the amount of the aggregate strike price
* A letter issued by a bank that guarantees that cash in the amount of the aggregate strike price is deposited at the bank and may be delivered upon exercise of the written putMargin does not need to be deposited for covered puts. However, if the qualifying securities were purchased on margin (i.e., a short position) the investor may need to deposit margin and may use 100%; of the premium received for writing the put to contribute to the margin requirement
What are the Regulation T requirements for writing uncovered options?
The option account for writing uncovered options must be a margin account. Margin must be deposited with a $2,000 initial equity requirement (CBOE and other exchanges have this requirement). The margin requirement is based on the current market value of the underlying security (CMV) and is the greater of:Current Premium Amount+20%; of CMV−Out-of-the-Money Amount-OR-Current Premium Amount+10%; of CMV
What are the Regulation T requirements for spreads?
Covered spreads do not require margin. Uncovered spreads must deposit marginCovered call spreads - To qualify as covered the long option must have a strike price that is the same or lower and an expiration date that is the same or later than the short optionCovered put spreads - To qualify as covered the long option must have a strike price that is the same or higher and an expiration date that is the same or later than the short option
What are the Regulation T requirements for straddles and combinations?
The buyer must pay the premium in full. The straddle or combination may not be used to meet any margin requirement. Short straddles and combinations must deposit margin based on the value of the underlying securities
What are the limits for the number of option contracts one investor may hold or exercise for the same underlying security?
The Options Clearing Corporation and the options exchanges impose limitations on the number of option contracts a single investor or a group of investors acting together may hold or exercise. Each underlying security has its own limit based on trading volume and outstanding shares. Limits are reviewed every six months. Limits are based on the same side of the market (i.e., bullish side versus bearish side). For example, if the contract limit is 50,000 contracts an investor may purchase up to 50,000 calls and also write up to 50,000 calls because long calls are bullish and short calls are bearish. However, if the investor purchased 50,000 calls and wrote 50,000 puts the investor would be over the limit because both long calls and short puts are bullish.The exercise limit is the number of times an investor may exercise an option in any given period of five consecutive business days. The contract limit and the exercise limit are the same number
What is market manipulation?
Market manipulation is prohibited subject to regulation by the Securities Exchange Act of 1934 and includes: Misrepresentation of informationOmission of informationRumors: No action should be taken on unsubstantiated news until the information becomes publicTransactions intended to unfairly influence the market price of the security such as:Matched orders. Transactions coordinated to create the appearance of increased trading volumePools or syndicates created in order to influence market price (e.g., capping the market price so that it does not go above a desired price or pegging the market price so that it does not go below a desired price[Note: All securities are subject to anti-manipulation regulation. There are no exemptions for fraud]
What is a late trading violation?
A mutual fund purchase or redemption that is placed after the 4pm deadline in order to profit from news or activity that occurs after the close. SEC and exchange rules prohibit this type of activity
What is SEC Regulation SHO?
Created January 2005 to avoid fail to deliver situations by updating and standardizing practices including: Locate requirement - A broker-dealer must locate a security prior to short-selling. In other words the dealer must reasonably expect that the security will be available to be borrowed and delivered at a specific date typically through “easy to borrow” lists that identify securities available for short-sellingClose-out requirement - If a security has a relatively high number of extended delivery failures the close-out requirement applies (i.e., additional delivery requirements are imposed)
What is an insider?
Any person with access to material information about a corporation that is not available to the public (e.g., officer, director, owner of 10%; or more of voting stock and their immediate family members).The Securities Exchange Act of 1934 stipulates that:Insiders must report their status within 10 days of becoming an insiderInsiders must report changes to their stock position within 2 business daysInsiders may not short sell stock of the corporation of which they have inside informationInsiders may write covered calls but may not write uncovered callsInsiders may not sell stock at a profit if owned for less than 6 monthsInsiders may not repurchase stock for at least 6 months if the stock was sold at a profitRule 10b-5: Prohibits fraudulent activities such as insider trading (transactions where material non-public information about a corporation is inappropriately used)Tipping is prohibited and occurs when material non-public information is given to an unauthorized person (the tippee). If the tippee uses the information to trade and is aware or should be aware that the information is confidential then the tippee has also violated the rule