Securities Regualtions Study Guide

In: Business and Management

Submitted By richiemo0311
Words 2861
Pages 12
XVI. Securities Regulation - 1933 Act

A security is a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of a promoter or a third party (Howey test)

Provide investors with information for securities offered for sale and to prohibit fraud in the sale of securities.

The 1933 Act governs the public distribution of securities. It prohibits the offer or sale of securities to the public unless the offering is properly registered.

A. Persons covered are underwriters, dealers and issuers.

1. Underwriter purchases securities from an issuer with the intent to distribute to dealers and/or the general public. E.g. UBS

2. Dealer sells or trades securities. E.g. Charles Schwab 3. Issuer is an entity whose securities are being sold. E.g. IBM

B. Section 5 of the 1933 Securities Act

It governs sales through interstate commerce. A registration statement must be filed with the SEC and a prospectus prepared. Periods are:

1. Pre-filing: It is unlawful for issuers, underwriters or dealers to sell securities.

2. Filing: The registration statement is effective 20 days after filing with SEC. Securities cannot be sold during the waiting period but offers such as “tombstone” ads are allowed. They include the name of the company, kind of security, price, who executes purchase orders, and location to obtain a prospectus.

3. Post-effective period: sales can be commenced.

C. Contents of Registration statement S-l: signed by issuer, ceo, cfo, chief accounting Officer, and a majority of the board of directors.

It must have the following material information:

1.…...

Similar Documents

Study Guide

...MGMT591 Final Exam Study Guide YOU MAY WANT TO PRINT THIS GUIDE. 1. The Final Exam is "open book, open notes." The maximum time you can spend in the exam is three hours, 30 minutes. If you have not clicked the Submit for Grade button by then, you will be automatically exited from the exam. In the Final Exam environment, the Windows clipboard is disabled, so you will not be able to copy exam questions or answers to or from other applications. 2. You should click the Save Answers button in the exam frequently! This helps prevent connection timeouts that might occur with certain Internet service providers, and also minimizes lost answers in the event of connection problems. If your Internet connection does break, when you reconnect, you will normally be able to get back into your Final Exam without any trouble. Remember, though, that the exam timer continues to run while students are disconnected, so students should try to re-login as quickly as possible. The Help Desk cannot grant any student additional time on the exam. 3. See Syllabus "Due Dates for Assignments & Exams" for due date information. 4. Reminders * You will only be able to enter your online Final Exam one time. * Click the Save Answers button often. * If you lose your Internet connection during your Final Exam, logon again and try to access your Final Exam. If you are unable to enter the Final Exam, first contact the Help Desk and then your instructor. * You will always be able to......

Words: 1634 - Pages: 7

Study Guide

...MG1016 – Managing Information with Technology UG study guide for 2012/13 MG1016 – Managing Information with Technology UG study guide for 2012/13 Date last updated: [08/08/12] Date approved by module reviewer: Date checked by PG pathway leader: [10/09/12] Date last updated: [08/08/12] Date approved by module reviewer: Date checked by PG pathway leader: [10/09/12] Introduction You should read this study guide carefully and also ensure that all the links have been followed to other accompanying documents that include, for example, information on coursework submission. Information in this study guide is maintained by Dr Chris Evans (chris.evans@brunel.ac.uk) Policy statements The Business School Student Handbook can be found on the Business School Blackboard Learn site (Academic Programme Office - APO). The Student Handbook is a useful source of information for all aspects of your studies, including policy, procedures, plagiarism, house style for assignments, joint and group work submissions and other important matters. The School assumes that you will familiarise yourself with this information, so you will need to look at these pages carefully at various times throughout your studies. The School also operates within the rules and regulations of the University more generally, and you should also look at what are known as 'Senate Regulations’ under the University’s webpages......

Words: 3877 - Pages: 16

Study Guide

.................. 62 Physical Training ...................................... 66 Weapons ............................................ 70 M136 AT4 - Rocket Launcher ............................ 120 M16/A2 - 5.56 mm Semiautomatic Rifle ..................... 123 M4 - 5.56 mm Semiautomatic Rifle ........................ 130 M18A1 - Antipersonnel (Claymore) Mine .................... 137 M2 - .50 Caliber Machine Gun ........................... 140 M203 - 40 mm Grenade Launcher ......................... 144 M240B - Machine Gun ................................ 147 M249 - Machine Gun ................................. 150 M60 - Machine Gun .................................. 154 Page 1 / 389 © Copyright 1999-2012 QuinStreet, Inc. Disclaimer: This guide was downloaded from ArmyStudyGuide.com, a non-government, privately-sponsored website. Version 5.3 M72 - Light Anti-Tank Weapon .......................... M9 Pistol ......................................... M11 Pistol ......................................... MK19 - 40 mm Grenade Machine Gun ...................... Hand Grenades ..................................... Awards and Decorations ................................ Uniforms ........................................... Army Green Service Uniform (Class A) ..................... Army Blue Service Uniform ............................. BDU - Battle Dress Uniform ............................. ACU - Army Combat Uniform ........................... IPFU - Improved Physical Fitness......

Words: 91397 - Pages: 366

Study Guide

...Study guideMargaret Fuller, “The Great Lawsuit,” pp. 736-747: Study Guide/Discussion Forum questions F 10/12: No classes: faculty/staff meetings. Read: Fuller, intro (736-39), and “The Great Lawsuit” (739-747). Write: response to questions on Angel Discussion Forum #2 [questions below on this sheet, too]. Original post (your own response) due: 4 p.m. Second post (response to a classmate’s points) due 8 a.m. Monday. Discussion forum is instead of SRQ for Friday; we will meet in class on Monday to discuss it. M 10/15: In class: wrap-up of Fuller; beginning Thoreau. Read: Henry David Thoreau, intro (825-29) and “Resistance to Civil Government” (a.k.a. “Civil Disobedience,” 829-44). Please complete your response on the Fuller discussion forum by 8 a.m. and also write an SRQ on Thoreau’s “Civil Disobedience” essay. Use the note-taking guide to help with Thoreau’s essay. Questions on Fuller: First, a caution: Fuller uses names of many people who were famous in her day to illustrate her ideas. Don’t worry if you have no idea who these people are. The footnotes in the text are helpful, but the main thing to do is see what Fuller finds admirable (or not so admirable) about the people she mentions. Look at the values she seems to want readers to focus on. For the discussion forum, focus on question #1; if you want to discuss questions 2 and 3 in addition, great, but not required. We’ll discuss them in class on Monday. Question #1: On pages 739-44, Fuller......

Words: 530 - Pages: 3

Security Studies

...title Instructor Date Critically discuss the securitization theory – using the case study of War on terror in Afghanistan (2001-2012) Introduction Security study was in the past regarded as a sub-discipline of international relations underpinned in Anglo-American thinking. Until early 1990s, security studies were considered as a strategic studies focusing on a strong military focus. This traditional view of security involved the protection of the state and a scientific agenda to secure the state from definable threats and maintain the status quo. This is a positivist approach which was based on rationalism and realism. The Copenhagen School presented an alternative view of security studies by responding to the traditional approach of forming a clear sense of ‘what is security’. This approach is defined in three mechanisms: development of sectors approach to security, developing a regional focus on security and critically engendering a social constructivist theory of security through securitization studies. This theory will be the main focus of this discussion. To achieve a critical discussion of what securitization really entails, this paper will use the case study of USA’s war on terrorism in Afghanistan. The approach used by the US government to fight against terrorism in Afghanistan and Iraq can be considered as a securitization approach which has led to a resulted in security problems in the two countries rather than solving the issue. Securitization of USA’s......

Words: 3288 - Pages: 14

Study Guide

...ACCT504 Midterm Exam Study Guide YOU MAY WANT TO PRINT THIS GUIDE. 1. The Midterm is open book and open notes. The maximum time you can spend in the exam is 2 hours, 30 minutes. If you have not clicked the Submit for Grading button by then, you will be exited from the exam automatically. In the exam environment, the Windows clipboard is disabled, so you will not be able to copy exam questions or answers to or from other applications. 2. You should click the Save Answers button in the exam frequently. This helps prevent connection timeouts that might occur with certain Internet service providers and also minimizes lost answers in the event of connection problems. If your Internet connection does break, when you reconnect, you will normally be able to get back into your Midterm Exam without any trouble. Remember, though, that the exam timer continues to run while students are disconnected, so students should try to log in again as quickly as possible. The Help Desk cannot grant any student additional time on the exam. 3. See the Syllabus section "Due Dates for Assignments & Exams" for due date information. 4. Reminders * You will only be able to enter your online Midterm Exam one time. * Click the Save Answers button often. * If you lose your Internet connection during your Midterm Exam, log on again and try to access it. If you are unable to enter the Midterm Exam, first contact the Help Desk and then your instructor. * You will always be able to......

Words: 1352 - Pages: 6

Study Guide

...Exam Study Guide Continues for 6 more pages » PDF View Text View Read full document Full access is free for premium users. Nutrition Final Exam Study Guide By hanxlee | April 2014 Zoom In Zoom Out Page 1 of 7 Final Exam Review NUTR 295 – Fall 2013 NEW MATERIAL: 100 points (~50 questions) Understanding Disease Risk Factors Describe the differences between a chronic disease and infectious disease. What leading causes of death are nutrition-related? A) heart diseases, cancers, strokes, diabetes Describe the concept of a risk factor. A) Factors known to be related to diseases, but have not yet proven to be a cause. We say that a certain factor puts us at increased risk for a disease, but does not cause it. How does one use risk factors? Review the basics of cardiovascular disease and atherosclerosis. Be ready to identify the risk factors for cardiovascular disease (especially diet-related risk factors!) A) High LDL blood cholesterol, low HDL blood cholesterol, high blood pressure (hypertension), diabetes, obesity (central obesity), physical inactivity, cigarette smoking, diet: high saturated or trans fats, low veggies, low fruits, low whole grains Describe the dietary strategies to reduce risk of CVD through diet. A) Decrease saturated and trans fat, increase soluble fiber intake, increase fruits and veggies, increase whole grains/ decrease refined grains, increase fish intake (2 servings/week) What is the TLC diet and what does it entail? A)......

Words: 614 - Pages: 3

Study Guide

...Week One Student Guide The focus of the course is on understanding how research improves managerial decision making using five of the six stages in the research process. They include the following: • Stage 1: Clarifying the Research Question • Stage 2: Proposing the Research • Stage 3: Designing the Research Project • Stage 4: Data Collection and Interpretation • Stage 6: Reporting the Results Chapter 1 of Business Research Methods explains why people study business research and the importance of sound decision making. The goal is to enhance your understanding of the ethical dilemmas faced by managers and the roles and responsibilities of the researcher, sponsor, and participant as detailed in Chapter 2 of the text. The goal of ethics in research is to ensure that no one is harmed or suffers any adverse conditions posed by research activities. Important concepts include the right to privacy and quality and safety of participants. Many corporations, local and state governments, and the federal government have adopted a code of ethics with laws, policies, and procedures to regulate research on human beings. In Chapter 3, we find researchers have their own vocabulary and so we begin to learn important terminology needed to formulate sound research such as the difference between a construct, proposition and hypothesis followed by knowledge of various types of variables. In practice, variables represent an event, characteristic,......

Words: 646 - Pages: 3

Study Guide

...MGT/311 – Final Exam Study Guide Created by ACCNerd.com How to Use this Study Guide – READ ME FIRST The following study guide will NOT have the same exact questions on your test! However, this study guide WILL help you ace the MGT/311 Final Exam. The guide covers the same topics and will help you gain a deeper understanding of the concepts. Best of all, you are guaranteed a score of 90% or higher or your money back! Tip #1: Use CRTL+F to search a related keyword to quickly find the topic you need. Tip #2: If a topic is missing, please email us at support@accnerd.com. We can usually provide immediate custom support during normal business hours. Remember to check out ACCNerd.com for the latest updates! 1.  Vera’s job in publishing requires her to seek out new writers. She has chosen a bunch of talented writers, but none of them seem to get chosen for publishing. She thinks this has something to do with conflicts in management. How would you describe Vera’s job attitude? Low job satisfaction. High job involvement Explanation: Vera obviously works very hard at her job, but she gets very little satisfaction because her writers never get published. 2.  Julia is a receptionist at a stockbroker’s office. Her boss just came in and chewed her out for no apparent reason. Julia freaks out and slams her iPad in the garbage. What is the cause of Julia’s reaction? Emotion Explanation: Julia was upset by her boss’s actions and let her emotions cause......

Words: 1656 - Pages: 7

Study Guide

...POL 140 – STUDY GUIDE *NOTE: Not everything on this study guide will be on the exam and not everything on the exam is on this study guide. This study guide is exactly that, a guide. 1) What is comparative politics? * Why do we study it? What does it allow us to do? * How is it distinct from international relations (IR)? * Explain the significant relationship between comparative politics and IR. Give an example. 2) What a hypothesis? * Give an example. 3) What is a dependent variable? * Give an example 4) What is an independent variable? * Give an example 5) What are the three methods used to test hypotheses in comparative political analysis? Be able to explain each and note the costs and benefits of each. 6) Know the difference between empirical and normative studies. 7) Know the distinctions between the three types of pre-colonial societies that we discussed in class. * Acephalous societies * State societies * Empires * Know the differences of each. Pay attention to the details. 8) Colonialism – Why was Europe successful in colonizing the non-Western world? 9) What was the Maxim Gun? * How was it different than earlier machine guns? * What impact did it have on European colonization? 10) Who were the big players? * Latin America * Asia * Africa * Describe “the scramble for Africa” 11) What are the three Gs? * Gold * The Age of......

Words: 727 - Pages: 3

Study Guide

...Study Guide 1. Gravida-any pregnancy, regardless of duration, including present pregnancy. Para-birth after 20 weeks gestation regardless of whether the infant is born alive or dead. Gravida and Para-used in relationto pregnancies, not number of fetus. Nulligravida-a woman who has never been pregnant. Primigravda-a woman who is pregnant for the first time. Multigravida-a woman who is in her second or any subsequent pregnancy. Nullipara-a woman who has had no births at more than 20 weeks gestation. Primipara-a woman who has had one birth at more than 20 weeks gestation, regardless of whether the infant was born alive or dead. Multipara-a woman who has had 2 or more births at more than 20 weeks gestation. 1b. How are multiples accounted for? TWINS=1PREGNANCY 1 BIRTH 2. What is the GTPAL system? Gravida=number of pregnancy, Term=Infants born 37-42 weeks’ gestation, Preterm=Infants born 20-36 weeks’ gestation, Abortion=Pregnancies ending in either spontaneous or therapeutic abortion, Living=Number of living children 3. How long is pregnancy? Pregnancy last 40 weeks. 4. Explain Nagele’s rule for calculating the due date. Nagele’s rule: First day of LMP-3 months+7days 5. Describe antepartum uterine and fetal assessments: McDonald’s method-Measuring the distance in cm from the symphysis pubis to the top of the uterine fundus. Should correlate with the weeks gestation. Usually cm is less the last few weeks of pregnancy related to the baby dropping. ......

Words: 597 - Pages: 3

Study Guide

...IS 1800 Fall 2015 Study Guide for Final 1. 2. Computer defined 3. -4 major functions/operations of a computer- Input: gathering info, Processing: managing/ making decisions about data, Output: display of info, Storage: location of data on computer 4. Information system 5. Hardware/software 6. System software 7. -Application software: software to accomplish specific tasks like word processing or surfing the internet 8. Input/input devices: 9. Peripherals 10. -Data vs. information: data: raw unorganized facts, Info: organized data 11. Output/output devices 12. Types of computers 13. Ethics 14. Data mining 15. Fair use 16. Digital divide 17. –Clipboard: memory location maintained by the operating system used to copy or move text, objects, etc 18. “-grayed out” options: tinted grey indicating it’s disabled and can’t be selected 19. Ctrl + home 20. -Save or save as: Save as allows you to change name and location of file 21. File extensions and Office 2013 extensions 22. -Files and folders: File: collection of data that is saved, opened, and changed, Folder: container that stores files 23. Drive/drive letter and Path 24. My Computer/Windows Explorer 25. -File compression utility: software used to compress/decompress files 26. -Copying or moving a file: 27. Inbox 28. Contacts folder 29. E-mail defined 30. -Spam 31. –Phishing: attempting to......

Words: 1320 - Pages: 6

Study Guide

...445 Foundations of Organization Structure 479 v vi BRIEF CONTENTS 4 The Organization System 16 Organizational Culture 511 17 Human Resource Policies and Practices 543 18 Organizational Change and Stress Management Appendix A Research in Organizational Behavior Comprehensive Cases Indexes Glindex 637 663 623 577 616 Contents Preface 1 1 xxii Introduction What Is Organizational Behavior? 3 The Importance of Interpersonal Skills 4 What Managers Do 5 Management Functions 6 • Management Roles 6 • Management Skills 8 • Effective versus Successful Managerial Activities 8 • A Review of the Manager’s Job 9 Enter Organizational Behavior 10 Complementing Intuition with Systematic Study 11 Disciplines That Contribute to the OB Field 13 Psychology 14 • Social Psychology 14 • Sociology 14 • Anthropology 14 There Are Few Absolutes in OB 14 Challenges and Opportunities for OB 15 Responding to Economic Pressures 15 • Responding to Globalization 16 • Managing Workforce Diversity 18 • Improving Customer Service 18 • Improving People Skills 19 • Stimulating Innovation and Change 20 • Coping with “Temporariness” 20 • Working in Networked Organizations 20 • Helping Employees Balance Work–Life Conflicts 21 • Creating a Positive Work Environment 22 • Improving Ethical Behavior 22 Coming Attractions: Developing an OB Model 23 An Overview 23 • Inputs 24 • Processes 25 • Outcomes 25 Summary and Implications for Managers......

Words: 393199 - Pages: 1573

Study Guide

...Study Guide USMT 4.0 – Migration Tool Many PC’s Windows Easy Transfer – 2 Computers NT Backup Common cause issue of data loss? Hard Drive Hot swabble – USB, HDD, SSD RAID (ARRAY) 2 or more drives Redundant array of inexpensive disk Disk Striding – RAID 0 CD-R (least) DVD-R DVD-RW BLU-RAY (BD-R) – (greatest) Partition – section off hard drive NAS (Network Attached Storage) SATA (Serial) PATA (Parallel) SSD (Solid State Device) DVD and CD Drive use lasers to write data Optical drive not functioning correctly because SATA may not be plugged in FAT32 (File Allocation Table) 32 GB is the max size I installed a second drive because I wanted to add more space to my hard drive. What must I have to add the extra space? Encrypted partition Unallocated space* (FREE) Compressed partition An operating system Case sensitive = password (means your password must be typed as is) Greyware Shareware Wormware Malware* (viruses) Firewall (Security) Tailgating When activated, a blank (low jack) Antivirus* (keep it up to date) WPA1 WEP WAP Personal (least protected) WPA 2 – AES- 256 bit First step in the troubleshooting process? Identify the problem Bit locker – Uses encryption Process of identifying … is called authentication (anything dealing with your biometrics) Administrators Power users Guests* (has the most limitations) Standard Users Black, Magenta, Yellow, and Cyan are the colors of the toners in a printer Black is always used because it’s a......

Words: 640 - Pages: 3

Study Guide

........................................................... 5 MODULE RELATED RESOURCES ...................................................................................................... 6 Prescribed book ................................................................................................................................. 6 Recommended books ........................................................................................................................ 6 Electronic Reserves (e-Reserves) ...................................................................................................... 6 STUDENT SUPPORT SERVICES FOR THE MODULE ........................................................................ 7 MODULE SPECIFIC STUDY PLAN ...................................................................................................... 7 MODULE PRACTICAL WORK AND WORK INTEGRATED LEARNING ............................................. 7 ASSESSMENT ...................................................................................................................................... 8 Assessment plan................................................................................................................................ 8 Year marks ........................................................................................................................................ 8 General assignment numbers ......................................................................

Words: 8325 - Pages: 34

10000 Years Later (2015) | Elite - Season 1 | Hackerville HDTV