Chapter 17 Financial and Securities Regulation

Securities law enacted by States

The person who has the control of, or is controlled by the issuer of securities

A defense that experts may assert in a 1933 Securities Act cases involving the failure to register securities or the failure to provide accurate documents. The expert utilizing this defense attempts to prove his or her reasonable investigation into all available information

A person who owns 10% or more of a company or who is a director or officer of the company. This term is also used to describe a person possessing nonpublic information

The term in securities law for an individual or business organization offering a security for sales to the public

Jumpstart Our Business Startups; act of 2012 eases federal regulations of initial public offerings to promote investment in startup companies

The legal doctrine supported by the SEC and courts that any person who shares nonpublic information with another party who trades on the information violates the securities laws if that information was intended to be kept confidential.

This is the period which the securities may be sold. This period usually follows a 20-day waiting period

This is that period of time prior to the filing of a registration statement with the SEC

A 1995 federal statute that limits the recovery for securities violations against third parties who are not directly responsible for the violation. For example, only the SEC can pursue these claims. This law also requires lead plaintiffs in class-action securities suits and restricts recovery of damages and attorney's fees.

The legal documents required by the 1933 Securities Act to be made available to potential purchasers of securites

The legal document required to be filled with the SEC prior to securities being offered for sales to the public

The law enacted to correct inadequacies in the law that existed and allowed numerous examples of corporate fraud. In essence, through increased criminal sanctions and specific requirements, this law attempts to make corporate CEOs more responsible.

With knowledge; particularly, guilty knowledge

The federal law the regulates (through disclosure requirements) the initial sale of securities to the public

The federal administrative agency that regulates the securities industry

The federal law that regulates sales (other than the initial sale) of securities. This law governs the resale of securities whether by individuals or through brokers and exchanges

Under the securities law, an investment in which the investor does not participate in management

In commercial law, a person who sells or contracts to sell goods

The proceeds gained by an insider buying and selling, or vice versa, securities within a six-month period, Such profits are considered to be illegal

A person who learns of nonpublic information about a security from an insider

An ad announcing the public offering of securities; these usually run during the waiting period

The party that, in securities law, guarantees the issuer that the securities offered for sale will be sold.

As it relates to an initial public offering of securities, this is the period of time that follows the filing of documents with the SEC and that precedes when the securities can be sold. Unless the SEC objects and extends this period of time, the waiting period lasts only 20 days.