Corporations: Securities and Investor Protection

Chapter 41Corporations: Securities and Investor ProtectionCopyright © 2015 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education.Security (Definition):Investment in a common enterprise with the reasonable expectation of profit gained predominantly from others’ effortsSecurities and Exchange Commission (SEC) Created in 1934 to:Enforce securities lawsInterpret provisions of securities actsRegulate the trade of securitiesRegulate the activities of securities brokers, dealers, and advisersExpansion of SEC Powers in the 1990sSecurities Enforcement Remedies and Penny Stock Reform Act of 1990Market Reform Act of 1990Securities Acts Amendments of 1990National Securities Markets Improvement Act of 1996Sarbanes-Oxley Act of 2002The Securities Act of 1933: Terminology, Rules, and Procedures Registration Statement: Document containingDescription of securities offeredExplanation of how proceeds from sale will be usedDescription of registrant’s business and propertiesInformation about management of companyDescription of pending lawsuitsCertified financial statementsThe Securities Act of 1933: Terminology, Rules, and Procedures (Continued)Prospectus: Written document similar to registration statement, used as a selling tool to attract potential investorsThe Securities Act of 1933: Terminology, Rules, and Procedures (Continued) Periods of the registration statement and prospectus filing process:Pre-filing PeriodWaiting PeriodPost-effective PeriodThe Securities Act of 1933: Terminology, Rules, and Procedures (Continued) Exempt Transactions-Securities exempt from standard SEC registration requirements Limited Offers: Involve small amounts of money, or are offered only to sophisticated investorsPrivate Placement Exemption: Exempts private offerings of securitiesRule 505: States that private offerings may not exceed $5 million in a twelve-month period, and firms do not have to believe that investors have a reasonable ability to evaluate riskRule 504: Exempts non-investment firms that offer no more that $1 million in securities in a twelve-month periodSection 4(6): Exempts securities offered only to accredited investors for amount less than $5 millionIntrastate Issues: Exempt local investors in local businessesRe-sales of Securities: Exempt transactions by any person other than an issuer, underwriter, or dealerThe Securities Act of 1933: Terminology, Rules, and Procedures (Continued) Restricted Securities: Securities acquired under Rule 505, 506, or Section 4(6) that must be registered for resale, unless investor follows Rule 144 or 144(a) Violations may result in:Administrative ActionInjunctive ActionCriminal ProsecutionThe Securities Exchange Act of 1934: Terminology, Rules, and ProceduresSection 10(b): Prohibits use of “manipulative and deceptive devices” to bypass SEC rulesInsider Trading: Trading in which company employee or executive uses material inside information to make profitMisappropriation Theory: Individual who wrongly acquires and uses inside information for profit is liable for insider tradingThe Securities Exchange Act of 1934: Terminology, Rules, and Procedures (Continued)Tipper/Tippee Theory: Individual who receives material inside information as a result of insider’s breach of duty is guilty of insider tradingStatutory Insiders: Certain stockholders, executive officers, and directors who must file reports detailing their ownership and trading of the corporation’s securitiesShort-Swing Profits: Profits made from sale of company stock within any 6-month period by statutory insider; per Section 16(b), these profits must be returned to companyThe Securities Exchange Act of 1934: Terminology, Rules, and Procedures (Continued)Proxy: Document that authorizes an individual to vote shareholder’s share of stocks at a shareholder’s meetingProxy Solicitation: Process of obtaining authority to vote on behalf of shareholderViolations of Securities Exchange Act of 1934 may result in:Criminal penaltiesCivil penaltiesSuits against those involved in insider trading under Insider Trading Sanctions Act of 1984State Securities Laws“Blue Sky” Laws: Regulate the offering and sale of securities within the state only