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CHAPTER 33: SECURITIES REGULATION

CHAPTER 33: SECURITIES REGULATION. CHAPTER 33: SECURITIES REGULATION. Learning Objectives: Nature and Purpose of Laws Regulating Securities Initial Sales of Securities (1933 Act) Secondary Sales of Securities (1934 Act). INTRODUCTION TO SECURITIES REGULATION.

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CHAPTER 33: SECURITIES REGULATION

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  1. CHAPTER 33: SECURITIES REGULATION

  2. CHAPTER 33: SECURITIES REGULATION Learning Objectives: Nature and Purpose of Laws Regulating Securities Initial Sales of Securities (1933 Act) Secondary Sales of Securities (1934 Act) Chapter 33

  3. INTRODUCTION TO SECURITIES REGULATION • Purpose of Securities Regulation • Approaches: • Statutes • Administrative Regulations • State “Blue Sky” Laws Chapter 33

  4. INTRODUCTION TO SECURITIES REGULATION • Initial Sales: Securities Act of 1933 (“1933 Act”) • Secondary Sales: Securities and Exchange Act of 1934 (“1934 Act”) • Securities and Exchange Commission (SEC) Chapter 33

  5. 1933 ACT • Purpose of the 1933 Act • Main Goal: Disclosure • Underwriting Process • Definition of “Security” • Obligations under the 1933 Act: • Registration Statement • Prospectus Chapter 33

  6. 1933 ACT • Exempt Securities • Exempt Transactions: • Need for Exempt Transactions • Categories: • Interstate Offering • Private Placement • Small Offering Exemption • Liability • Due Diligence Defense Chapter 33

  7. 1934 ACT • Purpose of the 1934 Act • Requirements: • Registration • Reporting • Proxy Solicitation • Role of Proxies • Regulation • Proxy Contest Chapter 33

  8. 1934 ACT • Insider Trading • Rule 10b-5 • Essence: Type of Fraud • Basics • “Insider” • “Outsider” • Elements of a 10b-5 Violation • Misstatement or Omission • Material Information • Scienter • Reliance Chapter 33

  9. 1934 ACT • Short-Swing Profit Taking • Section 16(b): • Need • Requirements • Imposition of Strict Liability • Requirement to Disclose Chapter 33

  10. CHAPTER 33: SECURITIES REGULATION

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