DOCSLIB.ORG

Understanding Restricted and Control Securities Growing Sales in the Post Great Recession Era Agenda

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Understanding Restricted and Control Securities Growing Sales in the Post Great Recession Era Agenda BUY-SIDE BLUEPRINT Understanding Restricted and Control Securities Growing Sales in the Post Great Recession Era Agenda Our Discussion Presenters Bob Carney • SEC’s continuing crackdown on Chief Operating Officer unregistered issuances, and fraud American Stock Transfer & Trust Company, LLC in the offerings David Becker Chief Compliance Officer • Overview of Securities Act of 1933 American Stock Transfer & Trust Company, LLC • Original Issuance of Securities Merrill Stone Partner • Transfers Kelley Drye & Warren LLP • Legend Removal Carol Weiss Sherman (without immediate sale) Special Counsel • Legal opinions Kelley Drye & Warren LLP • What to Look For to Avoid Jill Fieldstein Principal Improper Transfers The Law office of Jill G. Fieldstein, PC Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC Restricted Securities Restricted Securities: Securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Typically received through Regulation D offerings, employee stock benefit plans, or as compensation for professional services. • Restricted securities are subject to resale limitations. • They typically bear a “restrictive” legend clearly stating that you may not resell them in the public marketplace unless the sale is exempt from the SEC’s registration requirements. Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC Control Securities Control Securities: Securities held by or on behalf of an affiliate of the issuer. Who is an affiliate? Affiliate – a person that, directly or indirectly through one of more intermediaries, controls or is controlled by or is under common control with the issuer – usually an officer, director or large shareholder (rule of thumb = 10% holder). Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC Public vs. Private Capital Raising Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC Small and Emerging Companies JOBS ACT: SEC charged with writing rules to make it easier for small businesses to raise capital in private offerings. Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC SEC News Releases • SEC Charges 34 Defendants in Microcap Market Manipulation Schemes. • SEC Settles Civil Action Against Penny Stock Company, Its Former Chief Executive Officer, and Two Penny Stock Financiers for Their Roles in Illegal Unregistered Stock Distributions and Will Continue to Litigate with a Third Penny Stock Financier. • SEC Charges Microcap Promoter with Illegally Selling Penny Stock Shares. • SEC Charges Microcap Oil Company, CEO, and Stock Promoter With Defrauding Investors. • SEC Charges Two Stock Promoters With Conducting Market Manipulation Schemes. • SEC Announces Charges Against Attorneys and Auditors in Microcap Scheme Involving Purported Mining Companies. Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC Microcap Fraud Microcap Fraud includes: • Pump and dump schemes involving the use of false or misleading statements to hype the stocks, which are then dumped at inflated prices; and • Dump and dilute schemes, where companies repeatedly issues shares for the sole purpose of taking investors’ money and not because they are seeking capital to grow their company. Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC The Role of Gatekeepers Regulators expect brokers to conduct a “searching inquiry” of large blocks of unregistered stock presented for resale Must understand: • How the security was issued. • When the security was issued. • How the account holder obtained the security. • Has the account holder held the security for a sufficient period of time? • If control securities, are they trying to sell too large a percentage of securities? • Is the stock being heavily promoted? Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC FINRA News Releases • FINRA Fines Oppenheimer & Co., Inc. $1.4 Million for Sale of Unregistered Penny Stocks and Anti-Money Laundering Violations. • FINRA Fines Brown Brothers Harriman A Record $8 Million for Substantial Anti- Money Laundering Compliance Failures. • FINRA Expels Barron Moore and Takes Disciplinary Actions Against Seven Individuals for Illegal Sales of Unregistered Penny Stocks. Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC The Role of Gatekeepers Transfer Agents as “Critical Gatekeepers" Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC Litigation Primer – Companion Case Against Transfer Agent SEC charged a transfer agent (TA) with enabling a microcap issuers’ unregistered distribution of billions of shares of unregistered and non- exempt securities. • The TA ignored numerous red flags including the fact that the company’s CEO requested 54 share issuances in a two year period. • Ignored that the legal opinions for each of the share issuances did not relate to the shares to be issued. • The TA issued more than a billion unrestricted shares to the CEO even though the TA’s policies prohibited the firm from honoring requests from company officers to issue unrestricted shares to themselves. • The TA settled with the SEC by paying a $100,000 fine and disgorging $25,000 in profits. • 100+ year institution exited the industry and was acquired by a competitor. Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC Litigation Primer – Complaint Against Company and CEO Charged with fraud and engaging in an unlawful unregistered offering in relation to a pump and dump scheme. • CEO issued press releases touting false projected earnings and purported business developments. • On 54 occasions, CEO directed TA to issue large quantities of unrestricted shares of securities to himself and to others. – The shares were unregistered and required restrictions. • Presented TA with attorney opinions letters that had nothing to do with the stocks being issued. • Typically sold shares of the stock after issuing a false press release. Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC Overview – Securities Act of 1933 • Securities Act of 1933 or the “33 Act” • Enacted May 27, 1933 • Shortly after crash of 1929 – President Franklin Roosevelt • 1st Federal consumer protection statue related to securities • The Securities Act regulates offers and sales of securities in the United States or that use the means of interstate commerce, such as the internet, U.S. telephone lines or the U.S mail. For offerings to the public, the Securities Act generally requires the company to file a registration statement containing information about itself, the securities it is offering and the offering. It also sets conditions for exemptions from registration. 3 SECTIONS THAT MATTER Describes the types of SECURITIES that are statutorily exempt from the registration Section 3 requirements of the Act. Describes the types of TRANSACTIONS that are statutorily exempt from the registration Section 4 requirements of the Act. Section 5 Details the core PROHIBITIONS and requirements of the Act. Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC Overview – Securities Act of 1933 REGISTERED SECURITIES EXEMPT SECURITIES • Issued via a registration • Not subject to registration statement filed with SEC • Reviewed by and passed upon • The SEC does not review or pass by the SEC – ready to use when upon any offering materials SEC declares it effective • Securities are not restricted upon • Securities are typically restricted issuance upon issuance • Securities will not need • Securities will need registration or registration or exemption exemption therefrom for therefrom for subsequent subsequent transactions transactions (generally) Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC Most Commonly Used REGISTRATION STATEMENTS EXEMPTIONS Registration Statements Exemptions Form S-1 – catch-all general form Regulation D – private placements Form S-1 – catch-all general form Regulation D – private placements FormForm S-3 S-3 – abbreviated,– abbreviated, issuer issuer and and Regulation A – limited private Regulation A – limited private placements transactiontransaction eligibility eligibility conditions conditions placements Form S-8 – for employee benefit plans, Regulation S – sales outside of the U.S. including consultants (natural persons) Private Copy – Not For Distribution © 2015 American Stock Transfer & Trust Company, LLC EXEMPT SECURITIES – SECTION 3 EXEMPT TRANSACTIONS – SECTION 4 Bank and Government Securities Private Offering Exemption Mortgage transactions Short-term Notes & Other Debt Instruments (participating interests) Transactions by persons other than Issuers, Charitable Organizations Underwriters or Dealers Savings & Loan Associations Dealer Transactions (post distribution period) Railroad Equipment Trusts Broker Transactions (acting only as a broker) Bankruptcy Small Issue (dollar amount) Exemption Insurance Policies & Fixed Annuities EXEMPT SECURITIES VS EXEMPT TRANSACTIONS If the security itself is exempted, it can be sold and resold without ever being subject to the registration requirements of Section 5 of the Act. If only the transaction is exempt, that transaction is not subject to the registration requirements of Section 5, but a later transaction involving
Load more

Recommended publications
  • Bergen Oil & Coal Company Stock Certificate Issued to Charles Pfizer
    ISSUED TO FAMOUS PEOPLE BERGEN OIL & COAL DETROIT, HILLSDALE & COMPANY STOCK SOUTH-WESTERN R.R. ISSUED TO THE ESTATE CERTIFICATE ISSUED CO. ISSUED TO MOSES OF AUGUSTUS SCHELL TO CHARLES PFIZER, TAYLOR CO-FOUNDER OF ONE * 184 OF THE WORLD’S LARG- * 182 1886, Ohio. Stock certificate for EST DRUG PRODUCERS 1880, Michigan. Stock for 125 four hundred and eighty shares shares issued to but not signed by issued to the ESTATE OF AU- * 180 Moses Taylor. MOSES TAYLOR, GUSTUS SCHELL (1812 - 1884). ATCHISON, TOPEKA 1866, New York. Stock certificate (1806-1882). Banker; Capitalist. A AND SANTA FE ISSUED Lawyer, politician, financier. Schell for 250 shares. Vignette of an oil- shaky, though ultimately successful became an expert in the expand- TO MABEL G. BELL, field with derricks and storage business in the import business lead ing field of corporate law and was WIFE OF ALEXANDER tanks. Litho. Attached adhesive rev- Taylor to become involved with a trusted legal advisor and close GRAHAM BELL enue stamp at left. Issued to though Cyrus Field in the latter’s Atlantic friend of “Commodore” Vander- not signed by CHARLES PFIZER Cable venture. Taylor served as the bilt, a friendship that brought the * 179 (1824-1906) was a German chem- company’s treasure throughout its two together in building the New 1887, Kansas. Stock certificate for ist who immigrated to the United period of failure and near-collapse, York Central system. Schell served two shares issued to MABEL G. States in the early 1840s and found- until the company finally proved the Commodore well in his battle BELL (1857-1923) Wife of Alexan- ed the Pfizer Inc.
    [Show full text]
  • RONALD LAWRENCE SCHUMAN, of the SECURITIES EXCHANGE ACT of 1934, MAKING FINDINGS, and IMPOSING Respondent
    UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 75082 / June 1, 2015 ADMINISTRATIVE PROCEEDING File No. 3-16566 ORDER INSTITUTING ADMINISTRATIVE In the Matter of AND CEASE-AND-DESIST PROCEEDINGS, PURSUANT TO SECTIONS 15(b) AND 21C RONALD LAWRENCE SCHUMAN, OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING Respondent. REMEDIAL SANCTIONS AND A CEASE- AND-DESIST ORDER I. The Securities and Exchange Commission (“Commission”) deems it appropriate and in the public interest that public administrative and cease-and-desist proceedings be, and hereby are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange Act”) against Ronald Lawrence Schuman (“Schuman” or “Respondent”). II. In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the “Offer”) that the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, Respondent admits the Commission’s jurisdiction over him and the subject matter of these proceedings, and consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below. III. 1 On the basis of this Order and Respondent’s Offer, the Commission finds that: 1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.
    [Show full text]
  • A Reverse Stock Split of Citizens Republic Bancorp, Inc. Common Stock (Ticker: CRBC) Became Effective As of 5:00 P.M
    Dear Shareholder: A reverse stock split of Citizens Republic Bancorp, Inc. common stock (ticker: CRBC) became effective as of 5:00 p.m. on July 1, 2011. Pursuant to this reverse stock split, each ten (10) shares of Citizens common stock issued and outstanding were converted into one (1) share of Citizens common stock. No fractional shares will be issued in connection with the reverse stock split. Instead, shareholders who otherwise would have been entitled to receive a fractional share as a result of the reverse stock split will receive an amount in cash equal to $6.90 per share multiplied by the fraction of a share they would have otherwise received. All new shares will be issued in book entry or electronic form. Our transfer agent, American Stock Transfer and Trust Company, LLC, will mail a statement of your account once your shares are exchanged. You may request a stock certificate to be issued for new shares by contacting our transfer agent toll free at (877) 627-7020 after you receive your statement. If your account is enrolled in the dividend reinvestment plan or set up for direct deposit, your election will continue unless you notify our transfer agent otherwise. If you have certificated shares, you must complete, date, sign and return the enclosed Letter of Transmittal to American Stock Transfer and Trust Company, LLC, along with ALL of your stock certificates. We suggest that you mail the shares in a traceable manner (e.g. registered mail, overnight courier, etc.). You must surrender all outstanding certificates registered in your name in order to receive new shares and/or payment for fractional shares.
    [Show full text]
  • Lost Certificate Affidavit Completed and Signed by All Account Holders Or an Authorized Officer
    Contact Us: Phone: 855-8GO-PACK (855-846-7225) E-mail: [email protected] Dear Green Bay Packers Shareholder: Thank you for contacting Green Bay Packers Shareholder Services about the lost, stolen, or destroyed stock certificate(s). A "stop transfer" will be placed on the certificate(s) once this affidavit is received to prevent fraudulent activity. A stop transfer is similar to a stop payment on a check. In the event you locate the certificate(s), you must notify us in writing and surrender the original certificate(s) to The Green Bay Packers, Inc. In all cases, to obtain a replacement certificate, please include the following: The enclosed Lost Certificate Affidavit completed and signed by all account holders or an authorized officer. If held jointly, both parties must sign the affidavit. The signature(s) on the affidavit must be notarized. There is a $25.00 fee to replace any lost, stolen, or destroyed certificate(s). The fee applies to all certificates. Please make all checks payable to The Green Bay Packers, Inc. Please note: 1. Completion of the enclosed affidavit as referenced above indemnifies The Green Bay Packers, Inc. and Broadridge in case the certificate(s) is(are) redeemed by another party at a later date. 2. If you wish to transfer the share(s) upon replacement of the certificate(s), please submit the Routine Transfer Affidavit to transfer the share(s). Be sure to include any legal documentation supporting the account’s registration change. 3. For your convenience, if additional information is required, we will contact you by phone and in writing.
    [Show full text]
  • Organizational Examination of Dl Reinsurance Company
    ORGANIZATIONAL EXAMINATION OF DL REINSURANCE COMPANY AS OF DECEMBER 10, 2014 TABLE OF CONTENTS SALUTATION .............................................................................................................................. 1 SCOPE OF EXAMINATION ...................................................................................................... 2 HISTORY ...................................................................................................................................... 2 MANAGEMENT AND CONTROL ........................................................................................... 2 HOLDING COMPANY SYSTEM .............................................................................................. 4 FIDELITY BOND AND OTHER INSURANCE COVERAGE ............................................... 6 AGREEMENTS ............................................................................................................................ 6 PLAN OF OPERATION .............................................................................................................. 8 REINSURANCE ........................................................................................................................... 8 CAPITAL AND SURPLUS REQUIREMENTS ........................................................................ 9 FINANCIAL DATA ...................................................................................................................... 9 NOTES TO FINANCIAL STATEMENTS .............................................................................
    [Show full text]
  • What Individual Investors Should Know About Holding Securities
    What Individual Investors Should Know About Holding Securities Direct Registration System (DRS) DRS lets you avoid the risk of holding a physical certificate that might be lost, stolen or destroyed. Instead, the issuer or its transfer agent registers the securities directly in your name on the books of the company. Additionally, DRS is able to record fractional shares — unlike physical certificates that are only available in whole shares — which is important in the case of stock dividends, splits or merger/acquisition activities that may result in fractional shares being issued to individuals.While not all issuers’ securities are currently available in DRS, Mellon Investor Services (Mellon) acts as the transfer agent for a significant number of leading U.S. companies that are DRS eligible. Shares held in DRS are considered registered shares on the books of the issuer. In its role as the issuer’s transfer agent, Mellon provides a range of shareowner services to investors holding securities through DRS. Mellon sends an account statement when shares are first deposited in DRS, and annually thereafter. Mellon also sends confirmations for all transactions occurring in the account. Dividend checks, annual reports, proxy materials and other shareowner documents and communications are delivered directly to the investor in a timely manner. Through Mellon’s secure Web site at www.melloninvestor.com, investors also can view account information in real time, buy or sell shares or reinvest dividends pursuant to the issuer’s investment plan, if available. You also can opt for electronic delivery of shareowner communications through Mellon’s online program, MLinkSM. Physical Certificate When you hold a physical, paper certificate, your name is registered on the books of the issuing company — just like DRS.
    [Show full text]
  • Registration Guide of BGS Bonds on the BÉT Xbond Market of BSE
    Registration Guide of BGS bonds on the BÉT Xbond Market of BSE May 2020 1 Table of Contents 1. How can we help? ...................................................................................................................................... 3 2. Who is this Guide for? ................................................................................................................................ 4 3. Key Information .......................................................................................................................................... 4 4. Information Document ................................................................................................................................ 5 Legislation – Prospectus or Information Document? ..................................................................................... 5 Preparing the Information Document and its Content .................................................................................... 6 5. Registration ................................................................................................................................................ 9 Registration Conditions .................................................................................................................................. 9 The Registration Procedure ......................................................................................................................... 10 6. Chronological Order of the Process from the Auction to the First Trading Day ......................................
    [Show full text]
  • A Guide for Transferring Stock
    A Guide for Transferring Stock This guide has been created to help you understand the process of transferring stock. The following information provides you with the requirements and instructions necessary to complete the most common types of transfers. Included in this guide are: Your Registration Choices Requirements for Transfers Instructions for Transferring Your Stock Foreign Shareowners Mailing Instructions A Word About Lost Securities Check List Transfer of Stock Ownership Form We strongly recommend that you read the Guide for Transferring Your Stock before you begin entering information on the Transfer of Stock Ownership Form. May 2004 Your Registration Choices Individual Single Owner – Example: John Anybody Transfer on Death – TOD The owner retains normal rights of ownership during his/her lifetime. This registration enables the owner to determine an individual or other entity that will automatically become the owner upon the death of the current owner. The security passes to the beneficiary outside of probate. Only one transfer on death beneficiary may be designated per registration. If more than one beneficiary is desired, the shares may be divided and a different beneficiary named on each registration. Example: John Anybody TOD Mary Anybody Joint Tenant with Right of Survivorship – JT TEN or JTWROS All tenants have an undivided interest in the shares. If one tenant dies, the shares become the property of the surviving tenant. Examples: John Anybody and Mary Anybody JT TEN or John Anybody and Mary Anybody JTWROS Joint Tenants in Common – TEN COM Each tenant has a divisible, proportional interest in the shares. If one tenant dies, the shares owned by the decedent do not pass automatically to the surviving tenant.
    [Show full text]
  • ZÁPADOSLOVENSKÁ ENERGETIKA, A.S
    BASE PROSPECTUS ZÁPADOSLOVENSKÁ ENERGETIKA, a.s. (incorporated with limited liability in the Slovak Republic) €1,000,000,000 Euro Medium Term Note Programme ___________________________________ Under the Euro Medium Term Note Programme (the "Programme"), Západoslovenská energetika, a.s. "ZSE" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed €1,000,000,000 (or the equivalent in other currencies). This Base Prospectus has been approved by the Central Bank of Ireland (the "CBI") as competent authority under Directive 2003/71/EC, as amended (the "Prospectus Directive"). The CBI only approves this Base Prospectus as meeting the requirements imposed under Irish and EU Law pursuant to the Prospectus Directive. Such approval relates only the Notes issued within 12 months of the date of this Base Prospectus, which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange (the "Irish Stock Exchange") for the Notes, issued within 12 months of the date of this Base Prospectus, to be admitted to the official list (the "Official List") and to trading on its regulated market (the "Main Securities Market"). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.
    [Show full text]
  • Is Our Current International Economic Environment Unusually Crisis Prone?
    Is Our Current International Economic Environment Unusually Crisis Prone? Michael Bordo and Barry Eichengreen1 August 1999 1. Introduction From popular accounts one would gain the impression that our current international economic environment is unusually crisis prone. The European of 1992-3, the Mexican crisis of 1994-5, the Asian crisis of 1997-8, and the other currency and banking crises that peppered the 1980s and 1990s dominate journalistic accounts of recent decades. This “crisis problem” is seen as perhaps the single most distinctive financial characteristic of our age. Is it? Even a cursory review of financial history reveals that the problem is not new. One classic reference, O.M.W. Sprague’s History of Crises Under the National Banking System (1910), while concerned with just one country, the United States, contains chapters on the crisis of 1873, the panic of 1884, the stringency of 1890, the crisis of 1893, and the crisis of 1907. One can ask (as does Schwartz 1986) whether it is appropriate to think of these episodes as crises — that is, whether they significantly disrupted the operation of the financial system and impaired the health of the nonfinancial economy — but precisely the same question can be asked of certain recent crises.2 In what follows we revisit this history with an eye toward establishing what is new and 1 Rutgers University and University of California at Berkeley, respectively. This paper is prepared for the Reserve Bank of Australia Conference on Private Capital Flows, Sydney, 9-10 August 1999. It builds on an earlier paper prepared for the Brookings Trade Policy Forum (Bordo, Eichengreen and Irwin 1999); we thank Doug Irwin for his collaboration and support.
    [Show full text]
  • Accessing the U.S. Capital Markets
    ACCESSING THE U.S. CAPITAL MARKETS SECURITIES PRODUCTS An Introduction to United States Securities Laws This and other volumes of Accessing the U.S. Capital Markets have been prepared by Sidley Austin LLP for informational purposes only, and neither this volume nor any other volume constitutes legal advice. The information contained in this and other volumes is not intended to create, and receipt of this or any other volume does not constitute, a lawyer-client relationship. Readers should not act upon information in this or any other volume without seeking advice from professional advisers. Sidley Austin LLP, a Delaware limited liability partnership which operates at the firm’s offices other than Chicago, London, Hong Kong, Singapore and Sydney, is affiliated with other partnerships, including Sidley Austin LLP, an Illinois limited liability partnership (Chicago); Sidley Austin LLP, a separate Delaware limited liability partnership (London); Sidley Austin LLP, a separate Delaware limited liability partnership (Singapore); Sidley Austin, a New York general partnership (Hong Kong); Sidley Austin, a Delaware general partnership of registered foreign lawyers restricted to practicing foreign law (Sydney); and Sidley Austin Nishikawa Foreign Law Joint Enterprise (Tokyo). The affiliated partnerships are referred to herein collectively as “Sidley Austin LLP,” “Sidley Austin” or “Sidley.” This volume is available electronically at www.accessingsidley.com. If you would like additional printed copies of this volume, please contact one of our lawyers or our Marketing Department at 212-839-5300, e-mail: [email protected]. For further information regarding Sidley Austin, you may access our web site at www.sidley.com Our web site contains address, phone and e-mail information for our offices and attorneys.
    [Show full text]
  • Equity Securities the Government Body Called the SEC
    R o b e rt wa l k e R So,.here’s.the.big.picture:.in.order.for.a.company.to.expand,.it.needs.capital..It.accesses.this. capital.in.the.“primary.market,”.where.investment.bankers.raise.money.for.corporations.by.selling. the.company’s.securities.to.investors,.keeping.a.“spread”.for.their.trouble..The.issuing.corporation. takes.the.capital.and.buys.equipment,.technology,.or.whatever.it.needs.for.expansion..Investors. C hapter 1 can.now.trade.their.stocks.and.bonds.with.other.investors.on.the.secondary.market..Securities. firms.like.yours.might.work.both.the.primary.market.and.the.secondary.market..Whether.offering. new.stock.to.a.customer.in.the.primary.market.or.helping.her.trade.securities.in.the.secondary. market,.your.firm’s.actions.are.regulated.by.their.self-regulatory organization,.FINRA,.as.well.as. equity Securities the.government.body.called.the.SEC..The.SEC.insists.on.truthfulness.and.full.disclosure..Because. of.the.SEC,.companies.who.access.the.public.markets.have.to.disclose.all.kinds.of.negative.infor- mation.about.things.that.have.happened.and.things.that.could.happen.in.the.future.to.impair.the. value.of.the.investor’s.stock.or.bond.before.issuing.their.securities..Then,.they.have.to.disclose. all.kinds.of.negative.information.through.quarterly.and.annual.reports.filed.with.the.SEC.and. Some.investors.want.to.receive.a.predictable.stream.of.income.on.their.investment..For.example,. posted.all.over.the.Internet..This.way.investors.have.a.fair.shot.at.discerning.a.good.investment. maybe.they.like.to.loan.a.corporation.$100,000.and.receive.$5,000.a.year.in.interest.payments..That.
    [Show full text]