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Series 24
Chapter 1 Investment Banking and the Regulation of the New Issues market
Term | Definition |
---|---|
Qualified Independent Underwriter (QUI) | 1. Where a majority of the partners have been engaged in investment banking or the securities business for at least 5 years preceding the filing of a registration statement. |
Qualified Independent Underwriter -2 | 2. That has managed or co-managed public offerings of securities within the last 3 years 3. That has agreed to the legal responsibilities and liabilities of section 11 of the Securities Act of 1933. |
Qualified Independent Underwriter -3 | 3. that has agreed to the legal responsibilities and liabilities of section 11 of the Securities Act of 1933. |
When must a prospectus be delivered? | Prospectus must be presented to all subscribers for a registered distribution of securities no later than with their purchase confirmation. |
When must documents from an interstate offering of securities be filed with the Committee? | In an Interstate offering of securities, the Committee requires documents to be filed with it not later than one business day after they are filed with the SEC. |
What individual can be directed shares of a new issue by the issuer? And what is the exemption? | Issuers of new issues underwritten by B-D's may dirct sales of shares to anyone that doesn't meet the definition of a restricted person. |
Exemption to what individual can be directed shares of a new issue by the issuer? | Exemption:If securities are directed to B/D personnel, finders, fiduciaries, the shares could be directed if such person is an immediate family member, employee or director of the issuer, issuer's parent company, or a subsidiary. |
When can a B/D, who was part of the underwriting syndicate, allow purchases of a new issue of securities on margin? | After the closing date of the syndicate, a B/D must wait 30 days before extending credit to customers on a new issue if the B/D participated in the distribution of that issue. |
F-3 Form | Folllow-on - Short form registration for a foreign-based issuers that qualify for follow-on offerings of equity and debt securities. |
Firm Commitment | The firm acts as a Dealer. The syndicate buys the entire issue and resells it to the public. |
During the Cooling Period the following activities take place: | 1. Selling Group members are brought in to enhance the sale of the distribution 2. Blue Sky the issue 3. Due Diligence Meeting |
"20" day cooing period | is the minimum waiting period required by the SEC before the issue can become "effective" (Also called the "Quiet Period") |
Red Herring | The red herring prospectus summarizes the important points contained in the registration statement. It can also be referred to as a preliminary prospectus. |
What are the three main ways a "Conflict of Interest" would exist for a member firm participating in a public offering? | A conflict of interest would exist if any of the following conditions apply to a member firm that is participating in a public offering: The securities issued are to be issued by the member firm. The issuer controls, is controlled by, or is under common control with the member. At least 5% of the net offering proceeds are intended to reduce or pay off a loan extended by the member or its affiliates. |
Rule 101 restrictions do not apply to what type of securities? | Rule 101 restrictions do not apply to derivatives such as convertibles, warrants, and options. |
Mini-Max Agreement | is a best efforts agreement under which, if a minimum percentage is distributed, the issue is not canceled even though the entire issue may not be distributed. |
S-3 | Follow-on - Short-form registration for domestic issuers that qualify for follow-on offerings of equity or debt securities. |
Shelf Registration | An eligible corporation can register the maximum amount of securities it intends to issue in the upcoming 3-year period. |
Rule 102 | governs the activities of issuers and selling securities holders from bidding for or purchasing the "covered securities" or "reference securities" during the 1 or 5 day restricted period. |
Eastern Agreement | Under an Eastern Agreement, each member of the syndicate is severally and jointly responsible for the underwriting according to their fixed participation percentage (undivided). |