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Series 6

Unit 3 QQ 3.D Regulation of New Issues

QuestionAnswer
Nonexempt Issues Must register with the SEC under the securities act of 1933.
Exempt Security A security exempt from the registration requirements (although not from the antifraud requirements) of the Sec Act of 1933. Ex include US government sec and municipal sec.
Paper Act Another name for Sec Act of 1933 because of the registration statement and prospectus. Reminder for the requirements for full and fair disclosure.
Blue Sky Laws Nickname for state regulations governing the sec industry. Coined in 1911 by kansas supreme court justice who wanted regulation to protect against "speculative schemes that have no more basis than so many feet of blue sky"
Blue-Skying the Issue Registering new issues at state level regulated by uniform securities act.
Cooling-Off Period The period (a minimum of 20 days) between a registration statement's filing date and the registration's effective date. In proactice, the period varies in length.
Preliminary Prospectus/ Red Herring An abbrev prospectus that is distributed while the SEC is reviewing an issuer's reg statment. It contains all of the essential facts about the forthcominog offering except the underwriting spread, final POP and date on which the shares will be delivered.
Indications of Interest (IOI) An investors expression of conditional interest in buyin and upcoming sec issue after the investor has reviewed a preliminary prospectus. An indication of interest in not a commitment to buy.
Tombstone Printed advertisement that solicits indications of interest in a sec offering. Text is limited to basic information about the offering, such as the name of the issuer, type of sec, names of the underwriters and where a prospectus is available.
Created by: ericjrolon