-
Blue sky laws
Securities law enacted by States
-
Controlling person
The person who has the control of, or is controlled by the issuer of securities
-
Due diligence defence
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
-
Insider
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
-
Issuer
The term in securities law for an individual or business organization offering a security for sales to the public
-
JOBS Acts
Jumpstart Our Business Startups; act of 2012 eases federal regulations of initial public offerings to promote investment in startup companies
-
Misappropriation theory
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.
-
Posteffective period
This is the period which the securities may be sold. This period usually follows a 20-day waiting period
-
Prefiling Period
This is that period of time prior to the filing of a registration statement with the SEC
-
Private securities Litigation Reform Acts (PSLRA)
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.
-
Prospectus
The legal documents required by the 1933 Securities Act to be made available to potential purchasers of securites
-
Registration statement
The legal document required to be filled with the SEC prior to securities being offered for sales to the public
-
Sarbanes-Oxley Act of 2002
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.
-
Scienter
With knowledge; particularly, guilty knowledge
-
Securities Act of 1933
The federal law the regulates (through disclosure requirements) the initial sale of securities to the public
-
Securities and Exchange Commission (SEC)
The federal administrative agency that regulates the securities industry
-
Securities Exchange Act of 1934
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
-
Security
Under the securities law, an investment in which the investor does not participate in management
-
Seller
In commercial law, a person who sells or contracts to sell goods
-
Short-swing profits
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
-
Tippee
A person who learns of nonpublic information about a security from an insider
-
Tombstone ad
An ad announcing the public offering of securities; these usually run during the waiting period
-
Underwriter
The party that, in securities law, guarantees the issuer that the securities offered for sale will be sold.
-
Waiting period
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.
|
|