Reg D
exempt transaction; private placements; disclosures in private placement memorandum; unlimited capital mostly accredited investors - anyone can invest (up to 5m)
Rule 144
exempt transaction; restricted and control stock; six month holding period; volume limits greater of 1% of outstanding shares or average weekly trading volume over past 4 weeks
Rule 144A
qualified institutional buyers; greater than 100m in discretionary assets under management; examples: high-yield debt and pre-IPO shares
Rule 147
exempt transaction; local deals (intrastate); principal place of business is in-state; meet one 80% test in state; purchasers must be in state; resale out of state after six months
investment company act 1940
covers management companies (open and closed), exchange-traded funds (UITs and ETFs) as well as face amount certificates
Reg S
exempt transaction which allows an issuer to raise money outside of the US and avoid SEC registration
Reg M
SEC rule that aims to prevent market manipulation of IPOs and follow-on offerings by broker-dealers
Reg T
establishes the requirement for customer to deposit 50% of the market price when they purchase or sell securities short on margin; payment within 4 business days (T+4)
Reg S-P
establishes privacy standards to ensure security and confidentiality of this data
Bank Secrecy Act
requires that broker dealers create and implement an anti money laundering compliance program
investment advisors act of 1940
federal law that defines and regulates investment advisors (any person or firm that is engaged in the business of providing advice regarding securities for compensation)
investment company act of 1940
hedge funds are exempt;
securities exchange act of 1934
regulates the secondary market trading of securities
securities act of 1933
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