Securities Regulation

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1933 Act

Section 2

  • Underwriter - person who has purchased from an issuer who offers or sells for an issuer in connection with distributing of any security
  • Exempt from section 5 prohibitions: preliminary negotiations or agreements between an issuer and any underwriter who are in privity of contract with the issuer.
  • prospectus (2(a)(10)) - offer made in writing

Section 5

Applies to

  1. any transaction
  2. by an issuer or underwriter
  3. in connection with a public offering by the issuer OR
  4. a secondary distribution by a person in control relationship with the issuer OR
  5. a transaction by a dealer within 40 days after a distribution is started OR
  6. as long as one is personally engaged in a distribution.

Disallows the use of interstate facilities or the mail to:

Before a registration statement filed

  1. 5(a)(1): "sell security through the use or medium of any prospectus."
  2. 5(a)(2): carry any security for the purpose of sale or for delivery after sale.
  3. 5(c): "offer to sell or offer to buy."

During the waiting period

  1. 5(a)(1): "sell security through the use or medium of any prospectus."
  2. 5(a)(2): carry any security for the purpose of sale or for delivery after sale.
  3. 5(b)(1): send a prospectus related to a security that doesn't meet the requirements of section 10

After the effective date

  1. 5(b)(1): send a prospectus related to a security that doesn't meet the requirements of section 10
  2. 5(b)(2): carry a security for the purpose of sale unless accompanied by a prospectus that meets the requirements of section 10.

Rule 135

This rule determines how an issuer can make a notice of a public offering.

Rule 137

This rule allows brokers and dealers to distribution of information in the regular course of business as long as they are not participating in the distribution of a security.

Rule 138

Allows broker dealers offering nonconvertible senior securities to publish opinions about the common stock of the issuer.

Rule 139

This rule allows the broker-dealer to distribute information even if the broker-dealer is participating in the distribution of the security if one of two conditions are met.