Securities Law Course

Securities Law (Intro)

What are “securities laws”?

What is a “security”?

What qualifies as an “investment contract”?

What are the primary federal securities laws?

What are the regulatory goals of security laws?

What is the “Securities and Exchange Commission”?

What is an “initial public offering”?

What is a “direct public offering”?

Securities Act of 1933

What is an “offer to sell” securities?

Who are the parties regulated in an offer to sell securities?

What are the primary disclosure documents required in an offer to sell securities?

What is an issuer allowed to do at each stage of the registration process?

How are issuers classified for purposes of the registration and offering process?

What is an issuer allowed to do during the “Pre-filing Period”?

What are the limitations on the issuer during the “Post-filing, Waiting Period”?

What is an issuer allowed to do during the “Post-Effective Period”?

What is an “Emerging-Growth Company”?

What type of information must an issuer disclose?

What laws govern the mechanics of disclosure in a securities offering?

Exemptions from 1933 Act Registration

What are “exempt securities” and “exempt transactions”?

What are “restricted securities”?

What is a Section 3 Exemption from registration?

What is a “Rule 147 Exemption”?

What is a “Section 4(a) Exemption”?

What is a “Regulation A Exemption”?

What are “Regulation D Exemptions”?

What is a Rule 504 Exemption?

What is a Rule 505 Exemption?

What is a Rule 506(b) Exemption?

What is a Rule 506(c) Exemption?

What is Rule 502(d) and the “Rule 144” Safe Harbor?

What are the disclosure requirements for companies employing an exemption?

What is the requirement to file “Form D”?

What is the effect of failing to register an offering under Section 5?

What is “crowdfunding”?

Liability Under the Securities and Exchange Act of 1933

What is civil liability under “Section 11” of the ’33 Act?

What is civil liability under “Section 12” of the ’33 Act?

What are defenses available to charges under Sections 11 and 12?

What is civil liability under “Section 17” of the ’33 Act?

What is potential criminal liability under the ’33 Act?

The Security Exchange Act of 1934

When must an issuer register pursuant to the ’34 Act?

What disclosures are required of reporting companies under the ’34 Act?

What is liability under “Section 10(b)” and “Rule 10(b)(5)”?

What is “insider trading” under Rule 10(b)(5)?

What damages are available under Section 10 and Rule 10(b)(5)?

What is “insider trading” under Section 14 of the ’34 Act?

What is liability under Section 16 of the ’34 Act?

What is liability under Section 18 of the ’34 Act?

What is liability under the “Securities Enforcement Remedies Act”?

What is criminal liability under the ’34 Act?

What are blue sky law?

When is an issuer required to comply with state securities laws?

What are the registration requirements under state law?

What is “coordinated registration” under state law?

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