241:
investors. Under this law, public issuers are required to register the particular class of securities. The registration statement for the 1934 Act is similar to the filing requirement of the 1933 Act only without the offering information. Another major reason for the implementation of the 1934 Act was to regulate insider securities transactions to prevent fraud and unfair manipulation of securities exchanges. In order to protect investors and maintain the integrity of securities exchanges, Section 16 of this law states that statutory insiders must disclose security ownership in their company 10 days prior and are required to report any following transactions within two days. A corporation officer with equity securities, a corporation director, or a person that owns 10% or more of equity securities is considered to be a statutory insider that is subject to the rules of
Section 16. Anyone that intentionally falsifies or makes misleading statements in an official SEC document is subject to liability according to Section 18, and people relying on these false statements are able to sue for damages. The defendant must prove they acted in good faith and was unaware of any misleading information. Rule 10b-5 allows people to sue fraudulent individuals directly responsible for an omission of important facts or intentional misstatements. The SEC does not have the authority to issue injunctions, but it does have the authority to issue cease and desist orders and fines up to $ 500,000. Injunctions and ancillary relief are achieved through federal district courts, and these courts are often notified by the SEC.
228:
competition and material risks, litigation information, previous experience of officers/directors, compensation of employees, an in-depth securities description, and other relevant information. The price, amount, and selling method of securities must also be included in the registration statement. This statement is often written with the assistance of lawyers, accountants, and underwriters due to the complexity and large amount of information required for a valid registration statement. After a registration statement is successfully reviewed by the SEC, the prospectus selling document provides all the relevant information needed for investors and security purchasers to make an informed financial decision. This document will include both favorable and unfavorable information about a security issuer, which differs from the way securities were exchanged before the stock market crash. Section 5 of the 1933 Act describes three significant time periods of an offering, which includes the pre-filing period, the waiting period, and the post-effective period. If a person violates
Section 5 in any way, Section 12(a)(1) imposes a liability that allows any purchaser of an illegal sale to get the remedy of rescinding the contract or compensation for damages. Criminal liability is determined by the United States attorney general, and intentional violation of the 1933 Act can result in five years in prison and a $ 10,000 fine.
910:
or it qualifies for an exemption. Rule 144 provides an exemption to this rule and allows purchasers of restricted securities to resell under certain circumstances. There is a holding period that must be met in order for anyone to sell restricted securities. If the issuer of the security is a public company that reports to the SEC, then the purchaser must hold the security for a minimum of six months. If the issuer does not report to the SEC, then the purchaser must hold the securities for a minimum of one year. Another requirement is that there must be current public information readily available about the company that issued the securities before the sale can happen. Affiliated investors must follow a trading volume formula and carry out routine brokerage transactions in accordance to the SEC. Investors that are unaffiliated to the issuer company can sell all or a portion of the restricted securities after complying with the holding time. An affiliated investor can only sell a limited number of restricted securities and has to comply with more complicated requirements. Affiliated resellers of restricted securities are required to file Form 144 with the SEC.
901:
similar to Rule 506, but purchasers do not have to be experienced with investments. Rule 504 exempts SEC registration of a nonpublic issuer of $ 1 million or less in securities within a period of one year as long as the issuer discloses the relevant information required by state law. Rule 504 also allows general selling efforts, has no limit on how many purchasers, and purchasers do not need specific qualifications. Regulation A provides an exemption to SEC registration of small market offerings of $ 5 million or less, and there is less of a disclosure requirement. The disclosure statement is called an offering circular, which contains a balance sheet from at most 90 days before the file date, two years of income statements, cash flow information, and shareholder equity reports. Regulation A does not specify purchaser number, sophistication, or resale requirements. In some cases, the SEC will exempt offerings of $ 50 million or less since the amendment created by the JOBS Act.
31:
413:
Securities Act of 1933 is 15 U.S.C. section 77e. Not every law adopted by
Congress is codified because some are not appropriate for codification: for example, appropriations statutes are not codified. There are also extensive regulations under these laws, largely made by the SEC. One of the most famous and often used SEC rules is Rule 10b-5, which prohibits fraud in securities transactions as well as insider trading. Interpretations under rule 10b-5 often deem silence to be fraudulent in certain circumstances. Efforts to comply with Rule 10b-5 and avoid lawsuits under 10b-5 have been responsible for a large amount of corporate disclosure. Due to the frequent use of the 10b-5 rule, codification becomes both efficient and necessary.
124:
265:. Congress discovered that the stock market crash was largely due to problems with securities transactions, including the lack of relevant information about securities given to investors and the absurd claims made by the sellers of securities in companies that did not even exist yet. This lack of information lead to a disclosure scheme that requires sellers of securities to disclose pertinent information about the company to investors so that they are able to make wise financial decisions. The crash spurred Congress to hold hearings, known as the
309:, but rather permits the filing statement to "become effective" if sufficient required detail is provided, including risk factors. The main objective of the act was to eliminate information gaps with two methods: first, companies were required to give investors financial and other pertinent information about the securities offered, and second, Congress disallowed fraudulent information and other misinformation in the sale of securities. The company can then begin selling the stock issue, usually through investment bankers.
328:(OTC) market (i.e., trades between individuals with no stock exchange involved). In 1964, the Act was amended to apply to companies traded in the OTC market. Overall, these first two statutes served to regulate the exchange of securities, require the disclosure of information, and inflict consequences on individuals that do not disclose information properly, whether it be intentional or erroneous. These laws were the first of many to rebuild investor confidence and protection.
892:
determine if the investors qualify by being accredited or experienced in financial investment matters, and the investors should sign a suitability letter. Although these transactions are exempt from SEC registration, issuers still must provide investors with substantial information that allows them to make an informed decision. Rule 506 also restricts the issuer from offering securities publicly and requires the issuer to try and make resale of securities remain private.
277:
454:
security transactions are still liable for any fraud that may occur. Securities exemptions include insurance policies, annuity contracts, bank securities, United States government issued securities, notes/drafts with a maturity date less than nine months after the issue date, and securities offered by nonprofit (religious, charitable, etc.) organizations. Transaction exemptions include intrastate offerings (Rule 147), private offerings (
385:
practitioners in this area reference these statutes using these popular names (e.g., "Section 10(b) of the
Exchange Act" or "Section 5 of the Securities Act"). When they do so, they do not generally mean the provisions of the original Acts; they mean the Acts as amended to date. When Congress amends the securities laws, those amendments have their own popular names (a few prominent examples include
427:
regulated and transactions that are regulated. This is a significant test because it determines whether or not certain transactions qualify for SEC registration and adherence to disclosure rules. In 1946, the
Supreme Court determined three parts to this test that qualifies a transaction as an investment contract:
909:
Securities in accordance with Rules 504, 505, and 506 (Regulation D) are considered restricted securities. These restricted securities are often acquired by investors through unregistered or private offerings, meaning the securities cannot be resold for a period of time unless registered with the SEC
900:
Rule 505 of
Regulation D also allows for shorter disclosure forms when small offerings are made of no more than $ 5 million in a period of one year. However, the issuer cannot have a history of securities fraud or related crimes. Rule 505 does not allow general selling efforts and requires disclosure
227:
regulates the distribution of securities to public investors by creating registration and liability provisions to protect investors. With only a few exemptions, every security offering is required to be registered with the SEC by filing a registration statement that includes issuer history, business
214:
and mostly deal with fraud and fraud investigation privileges, registration of securities, and registration of broker-dealers. In general, states allow injunctions to stop businesses from potentially fraudulent activity and states give broad investigative power, generally to the attorney general, to
240:
is different from the 1933 Act because it requires periodic disclosure of information by the issuers to the shareholders and SEC in order to continue to protect investors once a company goes public. The public issuers of securities must report annually and quarterly to the SEC, but only annually to
453:
Since the 1933 Act registration requirements can be very complex, costly, and take a lot of time to complete, many people look for alternative ways to sell securities. There are securities exemptions and transaction exemptions that do not require registration with the SEC, but the issuers of these
426:
case. The Howey test defines securities as investment contracts that involve investment of money or property, in a common enterprise, with profits coming from the sole efforts of people other than the investor. With that definition there are several exemptions, both in types of securities that are
421:
The
Securities Act of 1933 has a broad definition for "securities" including notes, bonds, security futures, treasury stock, certification of interest, and much more. The United States Supreme Court heard several cases to define exactly what encompassed a "security". The Supreme Court has used the
891:
A private offering is not open to the public, but rather only available to a small group of purchasers that are able to safely invest due to their large amount of wealth or extensive knowledge about investments. Rule 506 in
Regulation D of the Securities Act states that the issuer must reasonably
412:
Although practitioners use popular names to refer to federal securities laws, these laws are generally codified in the U.S. Code, which is the official codification of U.S. statutory law. They are contained in Title 15 of the U.S. Code: for example, the official code citation for
Section 5 of the
384:
Congress has amended securities acts many times. The
Holding Company Act and the Trust Indenture Act in particular have changed significantly since they originally passed. The titles of securities acts, including the year of original enactment, are the so-called "popular names" of these laws, and
922:
is a tool to reduce risk and ensure the SEC will not take action in a given situation. Prior to a transaction an individual can apply for a no-action letter with the SEC outlining exactly what the individual plans to do. The SEC can then grant the request by sending a letter promising to take no
815:
Intrastate offerings are when securities are only offered to investors that live in the state where the business resides. This type of transaction qualifies for the SEC registration exemption on a federal level. However, state securities laws (blue sky laws) still have to be followed. Rule 147
206:
The federal securities laws govern the offer and sale of securities and the trading of securities, activities of certain professionals in the industry, investment companies (such as mutual funds), tender offers, proxy statements, and generally the regulation of public companies. Public company
444:
There are two ways to define the common enterprise aspect of this test, which include horizontal and vertical commonality. Horizontal commonality is when investors combine funds and share profits proportionally. All courts allow horizontal commonality, but only some courts will allow vertical
296:
prescribing rules for the interstate sales of securities, and made it illegal to sell securities in a state without complying with that state's laws. This statute broadly defines a security as “any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of
923:
legal action if the individual acts as indicated in the letter. This letter is not binding to state commissioners, but commissioners generally follow the Federal precedent set by the SEC. Often no-action letters are acquired before performing a transaction or security exemption.
513:
costs for companies with revenue under $ 100 million can range from $ 2.6 million to $ 70.8 million depending on the valuation of the deal. These costs are mainly from the 11th section of the Securities Act of 1933 requiring
297:
indebtedness, certificate of interest, or participation in any profit-sharing agreement.” In simpler terms, a security is a medium of investment that creates a certain level of financial obligation. The statute requires a
84:(CFTC). Understanding and complying with security regulation helps businesses avoid litigation with the SEC, state security commissioners, and private parties. Failing to comply can even result in criminal liability.
1529:
335:(Reg FD), which required publicly traded companies to disclose material information to all investors at the same time. Reg FD helped level the playing field for all investors by helping to reduce the problem of
445:
commonality for the common enterprise requirement. Vertical commonality refers to the investors and the promoter of the investments, and it evaluates the similarity of how each person is affected.
816:
specifies that 80% or more of the issuer’s revenue and assets must remain in the specified state, as well as 80% of the proceeds from the intrastate offerings must be used in the same state.
49:. The term is usually understood to include both federal and state-level regulation by governmental regulatory agencies, but sometimes may also encompass listing requirements of
1592:
340:
193:
17:
207:
regulation is largely a disclosure-driven regime, but it has grown in recent years to the point that it has begun to dictate certain issues of corporate governance.
108:
and certain other professionals in the securities industry. It was formed when the enforcement divisions of the National Association of Securities Dealers (NASD),
258:
406:
305:(SEC). The registration statement provides a broad range of information about the company and is a public record. The SEC does not approve or disapprove the
1086:
942:
478:
Under the Securities Act of 1933 there are several securities that are exempt from registration. The most important of which are listed below:
518:
for companies going public. The following exemptions were made in order to foster capital by lowering cost of offerings for small companies.
393:). These acts often include provisions that state that they are amending one of the primary laws. Other laws passed since then include
355:
117:
1187:
253:, there was little regulation of securities in the United States at the state and federal level. An economic depression followed the
1505:
394:
373:
498:
A full list of exemptions can be found in sections 3(a)(2)-3(a)(8), 15 U.S.C. §§ 77c(a)(2)-(a)(8) of the Securities Act of 1933.
69:
62:
1587:
1062:
436:
3. There is a reasonable expectation of profits (or assets) and reasonable reliance on the efforts of others
81:
402:
348:
199:
1260:
Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc.: The Political Economy of Securities Class Action Reform
386:
302:
140:
132:
389:, the Insider Trading Sanctions Act of 1984, the Insider Trading and Securities Fraud Enforcement Act of 1988 and the
344:
257:, which motivated President Franklin Roosevelt to create laws regulating securities transactions during his famous "
1572:
752:
313:
237:
181:
160:
93:
324:
and their listed companies, as the name implies. In the late 1930s, it was amended to provide regulation of the
30:
1008:
172:
123:
1385:
101:
58:
1336:
966:"SEC.gov | SEC and FINRA to Hold National Compliance Outreach Program for Broker-Dealers on June 27, 2019"
166:
249:
Securities regulation came about after the stock market crash that occurred in October 1929. Before the
1361:
1090:
796:
Form C; two years of certified, reviewed, or audited financial statements; Annual and progress reports
332:
325:
623:
376:
and the state model law Securities Litigation Uniform Standards Act was a response to class actions.
372:
and the "fraud-on-the-market" theory, which resulted in an increase in securities class actions. The
254:
250:
1481:
581:
Form 1-A; two years of audited financial statements; annual, semi-annual, current, and exit reports
42:
1506:"SEC.gov | Intrastate Offering Exemptions:A Small Entity Compliance Guide for Issuers[1]"
1164:"The Pecora Hearings - Other Unpublished Work - Faculty & Research - Harvard Business School"
703:
No limit on accredited investors, but no more than 35 non-accredited but sophisticated investors
506:
306:
298:
113:
54:
706:
No limit on accredited investors, but issuer must take reasonable steps to ensure accreditation
491:
Securities issued or guaranteed by a municipality, or any government entity in the United States
358:. Some notable decisions include the 1988 decision by the Supreme Court of the United States in
510:
423:
398:
360:
293:
285:
224:
187:
154:
97:
1410:"SEC.gov | Exemption for limited offerings not exceeding $ 5 million—Rule 504 of Regulation D"
1457:
1433:
1235:
937:
1409:
331:
The government continues to reform security regulation. In October 2000, the SEC issued the
932:
336:
77:
8:
1163:
1080:
661:
463:
46:
1068:
1058:
1004:
266:
1312:
485:
Securities issued by nonprofits, religious, educational, or charitable organizations
351:
which worked to deregulate capital markets to reduce cost of capital for companies.
210:
State laws governing issuance and trading of securities are commonly referred to as
1139:
1104:
919:
317:
270:
196:– regulating trade, credit rating, corporate governance, and corporate transparency
144:
73:
163:– regulating trading securities, brokers, and exchanges (also creation of the SEC)
965:
136:
320:(general-public) trading of securities. Initially, the 1934 Act applied only to
390:
369:
321:
105:
50:
1211:
1072:
1581:
515:
1052:
522:
459:
365:
289:
211:
176:
288:, securities were mainly regulated by state laws, which are also known as
100:. The SEC oversees several important organizations: for example, FINRA, a
731:
Form D with additional information required for non-accredited investors
1386:"SEC.gov | Amendments to Regulation A: A Small Entity Compliance Guide*"
422:
Howey test to define what securities are since its decision in the 1946
139:, with some exceptions, are required to be members of SIPC (pursuant to
455:
280:
Crowds outside New York Stock Exchange after Wall Street Crash of 1929
1279:
276:
1259:
1567:
1105:"15 U.S. Code § 78ccc - Securities Investor Protection Corporation"
1054:
Business law : the ethical, global, and e-commerce environment
467:
262:
622:
Investors must be "Sophisticated" according to court decision in
194:
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
1530:"SEC.gov | Rule 144: Selling Restricted and Control Securities"
104:, is regulated by the SEC. FINRA promulgates rules that govern
68:
On the federal level, the primary securities regulator is the
109:
488:
Securities issued by a savings and loan association or bank
430:
1. There is an investment of money or assets
34:
Financial Industry Regulatory Authority (FINRA) in New York
433:
2. The investment is in a common enterprise
1302:
SEC v. W. J. Howey Co., 328 U.S. 293 (U.S. Sup. Ct. 1946)
578:
Form 1-A; two years of financial statements; exit report
494:
Certain short term notes, generally less than nine months
341:
Dodd–Frank Wall Street Reform and Consumer Protection Act
1562:
1140:"SEC.gov | The Laws That Govern the Securities Industry"
562:
Non-accredited investors may have limits on investment
343:
was passed to reform securities law in the wake of the
1556:
439:
131:
All brokers and dealers registered with the SEC under
1593:
Financial regulatory authorities of the United States
780:
Limitations depending on annual income and net worth
347:. The most recent regulation came in the form of the
1057:. Mallor, Jane P. (17th ed.). New York. 2018.
127:
Seal of the U.S. Securities and Exchange Commission
1359:
904:
880:Resale must be within six months within the state
231:
150:The laws that govern the securities industry are:
292:. After the Pecora hearings, Congress passed the
45:that covers transactions and other dealings with
1579:
1362:"Considering an IPO? First understand the costs"
1458:"SEC.gov | General solicitation — Rule 506(c)"
1252:
943:Securities market participants (United States)
202:– regulating requirements for capital markets
116:merged into one organization. Similarly, the
27:Law and regulations that relate to Securities
1434:"SEC.gov | Private placements - Rule 506(b)"
1568:Introduction to the Federal Securities Laws
509:(IPO) can become very costly. According to
349:Jumpstart Our Business Startups Act of 2012
200:Jumpstart Our Business Startups Act of 2012
157:– regulating distribution of new securities
1212:"Selective Disclosure and Insider Trading"
1085:: CS1 maint: location missing publisher (
448:
387:Securities Investor Protection Act of 1970
118:Securities Investor Protection Corporation
39:Securities regulation in the United States
18:Securities regulation in the United States
501:
218:
1236:"Dodd-Frank Act Rulemaking: Derivatives"
466:), and resale of restricted securities (
395:Private Securities Litigation Reform Act
374:Private Securities Litigation Reform Act
312:The following year, Congress passed the
275:
122:
29:
810:
63:Financial Industry Regulatory Authority
14:
1580:
1557:The Securities and Exchange Commission
1047:
1045:
1043:
1041:
1039:
1037:
473:
147:) and are subject to its regulations.
1274:
1272:
1035:
1033:
1031:
1029:
1027:
1025:
1023:
1021:
1019:
1017:
995:
993:
991:
989:
987:
985:
960:
958:
788:Limited and must be through internet
190:– regulating corporate responsibility
1134:
1132:
1130:
1128:
1126:
1124:
886:
742:Restricted securities in most cases
482:Annuity contract or insurance policy
82:Commodity Futures Trading Commission
1482:"SEC.gov | Regulation Crowdfunding"
1188:"SEC.gov | Federal Securities Laws"
913:
440:Horizontal vs. Vertical Commonality
403:Jumpstart Our Business Startups Act
379:
24:
1269:
1014:
982:
955:
895:
858:Issuer must be in-state residence
595:
303:Securities and Exchange Commission
70:Securities and Exchange Commission
25:
1604:
1550:
1284:LII / Legal Information Institute
1121:
1109:LII / Legal Information Institute
877:Must end with in-state residents
356:United States securities case law
354:Over the years the courts formed
215:investigate fraudulent activity.
184:– regulating investment advisers
1573:The Securities Compliance Index
1522:
1498:
1474:
1450:
1426:
1402:
1378:
1353:
1329:
1305:
1296:
905:Resale of Restricted Securities
751:
655:
521:
314:Securities Exchange Act of 1934
238:Securities Exchange Act of 1934
232:Securities Exchange Act of 1934
182:Investment Advisers Act of 1940
161:Securities Exchange Act of 1934
94:Securities Exchange Act of 1934
1280:"TOPN: Table of Popular Names"
1228:
1204:
1180:
1156:
1097:
804:Resale must be after one year
173:Investment Company Act of 1940
120:(SIPC) is overseen by the SEC.
13:
1:
948:
416:
345:financial crisis of 2007–2008
59:self-regulatory organizations
1588:United States securities law
1563:The Securities Law Home Page
1313:"SEC.gov | Exempt Offerings"
1001:Understanding Securities Law
169:– regulating debt securities
102:self-regulatory organization
7:
926:
167:Trust Indenture Act of 1939
92:The SEC was created by the
87:
10:
1609:
855:Solicitation Requirements
850:Must be in-state resident
785:Solicitation Requirements
711:Solicitation Requirements
659:
630:Solicitation Requirements
567:Solicitation Requirements
405:(2012), and various other
333:Regulation Fair Disclosure
301:to register with the U.S.
244:
188:Sarbanes-Oxley Act of 2002
1337:"What Is the Howey Test?"
1264:Cato Supreme Court Review
879:
868:
857:
849:
838:
760:
744:
688:
602:
588:
569:
255:Wall Street Crash of 1929
251:Wall Street Crash of 1929
1360:PricewaterhouseCoopers.
999:Steinberg, Marc (2009).
836:One Year offering Limit
766:One Year offering Limit
683:One Year offering Limit
624:SEC v. Ralston Purina Co
608:One Year offering Limit
542:One Year offering Limit
507:Initial Public Offerings
449:Registration Exemptions
407:federal securities laws
299:publicly traded company
114:New York Stock Exchange
55:New York Stock Exchange
745:Restricted securities
649:Restricted Securities
502:Transaction exemptions
456:Rule 506, Regulation D
424:SEC v. W. J. Howey Co.
361:Basic Inc. v. Levinson
294:Securities Act of 1933
286:Securities Act of 1933
281:
225:Securities Act of 1933
219:Securities Act of 1933
155:Securities Act of 1933
128:
98:Securities Act of 1933
35:
1258:Pritchard A. (2008).
1089:) CS1 maint: others (
938:Securities commission
279:
126:
80:are regulated by the
33:
933:Financial regulation
874:Resale Restrictions
866:Filing Requirements
811:Intrastate Offerings
801:Resale Restrictions
793:Filing Requirements
739:Resale Restrictions
725:Filing Requirements
646:Resale Restrictions
638:Filing Requirements
586:Resale Restrictions
575:Filing Requirements
458:), small offerings (
337:selective disclosure
76:and some aspects of
474:Security exemptions
464:Rules 504 & 505
307:issue of securities
662:Regulation D (SEC)
399:Sarbanes–Oxley Act
316:, to regulate the
282:
129:
36:
1064:978-1-259-91711-0
887:Private Offerings
884:
883:
825:Section 3(a)(11)
808:
807:
749:
748:
653:
652:
603:Section 4(a)(2)
593:
592:
267:Pecora Commission
16:(Redirected from
1600:
1544:
1543:
1541:
1540:
1526:
1520:
1519:
1517:
1516:
1502:
1496:
1495:
1493:
1492:
1478:
1472:
1471:
1469:
1468:
1454:
1448:
1447:
1445:
1444:
1430:
1424:
1423:
1421:
1420:
1406:
1400:
1399:
1397:
1396:
1382:
1376:
1375:
1373:
1372:
1357:
1351:
1350:
1348:
1347:
1333:
1327:
1326:
1324:
1323:
1309:
1303:
1300:
1294:
1293:
1291:
1290:
1276:
1267:
1256:
1250:
1249:
1247:
1246:
1232:
1226:
1225:
1223:
1222:
1208:
1202:
1201:
1199:
1198:
1184:
1178:
1177:
1175:
1174:
1160:
1154:
1153:
1151:
1150:
1136:
1119:
1118:
1116:
1115:
1101:
1095:
1094:
1084:
1076:
1049:
1012:
997:
980:
979:
977:
976:
962:
920:no-action letter
914:No-action letter
844:Number and Type
819:
818:
774:Number and Type
758:
757:
694:Number and Type
666:
665:
616:Number and Type
600:
599:
553:Number and Type
528:
527:
380:Naming practices
364:, which allowed
326:over-the-counter
318:secondary market
271:Ferdinand Pecora
261:” period of his
41:is the field of
21:
1608:
1607:
1603:
1602:
1601:
1599:
1598:
1597:
1578:
1577:
1553:
1548:
1547:
1538:
1536:
1528:
1527:
1523:
1514:
1512:
1504:
1503:
1499:
1490:
1488:
1480:
1479:
1475:
1466:
1464:
1456:
1455:
1451:
1442:
1440:
1432:
1431:
1427:
1418:
1416:
1408:
1407:
1403:
1394:
1392:
1384:
1383:
1379:
1370:
1368:
1358:
1354:
1345:
1343:
1335:
1334:
1330:
1321:
1319:
1311:
1310:
1306:
1301:
1297:
1288:
1286:
1278:
1277:
1270:
1257:
1253:
1244:
1242:
1234:
1233:
1229:
1220:
1218:
1210:
1209:
1205:
1196:
1194:
1186:
1185:
1181:
1172:
1170:
1162:
1161:
1157:
1148:
1146:
1138:
1137:
1122:
1113:
1111:
1103:
1102:
1098:
1078:
1077:
1065:
1051:
1050:
1015:
998:
983:
974:
972:
964:
963:
956:
951:
929:
916:
907:
898:
896:Small Offerings
889:
813:
769:$ 1.07 Million
756:
664:
658:
598:
596:Section 4(a)(2)
526:
504:
476:
451:
442:
419:
382:
368:lawsuits under
339:. In 2010, the
322:stock exchanges
247:
234:
221:
96:to enforce the
90:
28:
23:
22:
15:
12:
11:
5:
1606:
1596:
1595:
1590:
1576:
1575:
1570:
1565:
1560:
1552:
1551:External links
1549:
1546:
1545:
1521:
1497:
1473:
1449:
1425:
1401:
1377:
1352:
1328:
1304:
1295:
1268:
1251:
1227:
1203:
1179:
1155:
1120:
1096:
1063:
1013:
1003:. LEXISNEXIS.
981:
953:
952:
950:
947:
946:
945:
940:
935:
928:
925:
915:
912:
906:
903:
897:
894:
888:
885:
882:
881:
878:
875:
871:
870:
867:
863:
862:
859:
856:
852:
851:
848:
841:
840:
837:
833:
832:
829:
826:
823:
812:
809:
806:
805:
802:
798:
797:
794:
790:
789:
786:
782:
781:
778:
771:
770:
767:
763:
762:
761:Crowdfunding
755:
750:
747:
746:
743:
740:
736:
735:
732:
729:
726:
722:
721:
718:
715:
712:
708:
707:
704:
701:
698:
691:
690:
687:
684:
680:
679:
676:
673:
670:
669:Regulation D
660:Main article:
657:
654:
651:
650:
647:
643:
642:
639:
635:
634:
631:
627:
626:
620:
613:
612:
609:
605:
604:
597:
594:
591:
590:
587:
583:
582:
579:
576:
572:
571:
568:
564:
563:
560:
557:
550:
549:
546:
543:
539:
538:
535:
532:
531:Regulation A
525:
520:
503:
500:
496:
495:
492:
489:
486:
483:
475:
472:
450:
447:
441:
438:
418:
415:
391:Dodd-Frank Act
381:
378:
370:SEC Rule 10b-5
246:
243:
233:
230:
220:
217:
204:
203:
197:
191:
185:
179:
170:
164:
158:
141:15 U.S.C.
133:15 U.S.C.
106:broker-dealers
89:
86:
26:
9:
6:
4:
3:
2:
1605:
1594:
1591:
1589:
1586:
1585:
1583:
1574:
1571:
1569:
1566:
1564:
1561:
1559:Official site
1558:
1555:
1554:
1535:
1531:
1525:
1511:
1507:
1501:
1487:
1483:
1477:
1463:
1459:
1453:
1439:
1435:
1429:
1415:
1411:
1405:
1391:
1387:
1381:
1367:
1363:
1356:
1342:
1338:
1332:
1318:
1314:
1308:
1299:
1285:
1281:
1275:
1273:
1265:
1261:
1255:
1241:
1237:
1231:
1217:
1213:
1207:
1193:
1189:
1183:
1169:
1165:
1159:
1145:
1141:
1135:
1133:
1131:
1129:
1127:
1125:
1110:
1106:
1100:
1092:
1088:
1082:
1074:
1070:
1066:
1060:
1056:
1055:
1048:
1046:
1044:
1042:
1040:
1038:
1036:
1034:
1032:
1030:
1028:
1026:
1024:
1022:
1020:
1018:
1010:
1006:
1002:
996:
994:
992:
990:
988:
986:
971:
967:
961:
959:
954:
944:
941:
939:
936:
934:
931:
930:
924:
921:
911:
902:
893:
876:
873:
872:
865:
864:
860:
854:
853:
847:
846:of Investors
843:
842:
835:
834:
830:
827:
824:
821:
820:
817:
803:
800:
799:
795:
792:
791:
787:
784:
783:
779:
777:
776:of Investors
773:
772:
768:
765:
764:
759:
754:
741:
738:
737:
733:
730:
727:
724:
723:
719:
716:
713:
710:
709:
705:
702:
699:
697:
696:of Investors
693:
692:
685:
682:
681:
677:
674:
671:
668:
667:
663:
648:
645:
644:
640:
637:
636:
632:
629:
628:
625:
621:
619:
618:of Investors
615:
614:
610:
607:
606:
601:
585:
584:
580:
577:
574:
573:
566:
565:
561:
558:
556:
555:of Investors
552:
551:
548:$ 50 Million
547:
545:$ 20 Million
544:
541:
540:
536:
533:
530:
529:
524:
519:
517:
516:due diligence
512:
508:
499:
493:
490:
487:
484:
481:
480:
479:
471:
469:
465:
461:
457:
446:
437:
434:
431:
428:
425:
414:
410:
408:
404:
400:
396:
392:
388:
377:
375:
371:
367:
363:
362:
357:
352:
350:
346:
342:
338:
334:
329:
327:
323:
319:
315:
310:
308:
304:
300:
295:
291:
290:blue sky laws
287:
284:Prior to the
278:
274:
272:
268:
264:
260:
259:first 100 Day
256:
252:
242:
239:
229:
226:
216:
213:
212:blue sky laws
208:
201:
198:
195:
192:
189:
186:
183:
180:
178:
175:– regulating
174:
171:
168:
165:
162:
159:
156:
153:
152:
151:
148:
146:
142:
138:
134:
125:
121:
119:
115:
111:
107:
103:
99:
95:
85:
83:
79:
75:
71:
66:
64:
60:
57:and rules of
56:
52:
48:
44:
40:
32:
19:
1537:. Retrieved
1533:
1524:
1513:. Retrieved
1509:
1500:
1489:. Retrieved
1485:
1476:
1465:. Retrieved
1461:
1452:
1441:. Retrieved
1437:
1428:
1417:. Retrieved
1413:
1404:
1393:. Retrieved
1389:
1380:
1369:. Retrieved
1365:
1355:
1344:. Retrieved
1340:
1331:
1320:. Retrieved
1316:
1307:
1298:
1287:. Retrieved
1283:
1263:
1254:
1243:. Retrieved
1239:
1230:
1219:. Retrieved
1215:
1206:
1195:. Retrieved
1191:
1182:
1171:. Retrieved
1167:
1158:
1147:. Retrieved
1143:
1112:. Retrieved
1108:
1099:
1053:
1000:
973:. Retrieved
969:
917:
908:
899:
890:
845:
822:Intrastate
814:
775:
753:Crowdfunding
695:
686:$ 5 Million
678:Rule 506(c)
675:Rule 506(b)
656:Regulation D
617:
554:
523:Regulation A
505:
497:
477:
460:Regulation A
452:
443:
435:
432:
429:
420:
411:
383:
366:class action
359:
353:
330:
311:
283:
248:
235:
222:
209:
205:
177:mutual funds
149:
145:§ 78ccc
130:
91:
67:
38:
37:
1534:www.sec.gov
1510:www.sec.gov
1486:www.sec.gov
1462:www.sec.gov
1438:www.sec.gov
1414:www.sec.gov
1390:www.sec.gov
1317:www.sec.gov
1240:www.sec.gov
1216:www.sec.gov
1192:www.sec.gov
1168:www.hbs.edu
1144:www.sec.gov
970:www.sec.gov
717:Disallowed
633:Disallowed
78:derivatives
1582:Categories
1539:2020-12-17
1515:2020-11-29
1491:2020-11-29
1467:2020-11-29
1443:2020-11-29
1419:2020-11-29
1395:2020-11-29
1371:2020-11-29
1346:2020-12-17
1322:2020-11-29
1289:2020-11-30
1245:2020-11-30
1221:2020-11-30
1197:2020-11-30
1173:2020-12-17
1149:2020-11-12
1114:2020-11-30
1073:1004376405
1009:142247349X
975:2020-11-30
949:References
831:Rule 147A
689:Unlimited
672:Rule 504
417:Howey Test
137:§ 78o
112:, and the
47:securities
1081:cite book
839:No limit
828:Rule 147
700:No limit
611:No limit
559:No Limit
65:(FINRA).
61:like the
53:like the
51:exchanges
927:See also
861:Allowed
720:Allowed
714:Limited
570:Allowed
468:Rule 144
401:(2002),
397:(1995),
269:, after
263:New Deal
88:Overview
43:U.S. law
1341:Findlaw
734:Form D
728:Form D
537:Tier 2
534:Tier 1
245:History
74:Futures
72:(SEC).
1071:
1061:
1007:
143:
135:
589:None
110:FINRA
1091:link
1087:link
1069:OCLC
1059:ISBN
1005:ISBN
918:The
236:The
223:The
1366:PwC
869:No
641:No
511:PWC
470:).
1584::
1532:.
1508:.
1484:.
1460:.
1436:.
1412:.
1388:.
1364:.
1339:.
1315:.
1282:.
1271:^
1262:.
1238:.
1214:.
1190:.
1166:.
1142:.
1123:^
1107:.
1083:}}
1079:{{
1067:.
1016:^
984:^
968:.
957:^
462:;
409:.
273:.
1542:.
1518:.
1494:.
1470:.
1446:.
1422:.
1398:.
1374:.
1349:.
1325:.
1292:.
1266:.
1248:.
1224:.
1200:.
1176:.
1152:.
1117:.
1093:)
1075:.
1011:.
978:.
20:)
Text is available under the Creative Commons Attribution-ShareAlike License. Additional terms may apply.
_(48126619532).jpg)
