Under clause (2) of the definition of ineligible issuer in Rule 405 of the Securities Act, an issuer shall not be an ineligible issuer if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances that the issuer be considered an ineligible issuer.
What is a Rule 415 offering?
A Rule 415 offering provides that purchasers within the first 60 days will receive a security with a higher yield than that to be received by subsequent purchasers. The registrant wished to extend the preferential purchase period for an additional 30 days.
What is Rule 144A of the Securities Act?
Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), provides a non- exclusive safe harbor from the registration requirements of Section 5 of the Securities Act for certain offers and sales of qualifying securities by certain persons other than the issuer of the securities.
What happens if you violate the Securities Act of 1933?
Penalties. Section 24 of the Securities Act of 1933 provides for fines not to exceed $10,000 and a prison term not to exceed five years, or both, for willful violations of any provisions of the act.
What is an ineligible issuer?
The issuer is, or during the past three years the issuer or any of its predecessors was: … a blank check company; a shell company, other than a business combination related shell company; or. an issuer in an offering of penny stock.
What was the purpose of the Securities Act of 1933?
The Securities Act serves the dual purpose of ensuring that issuers selling securities to the public disclose material information, and that any securities transactions are not based on fraudulent information or practices.
Why would a firm use Rule 415?
United States. Shelf registration is a process authorized by the U.S. Securities and Exchange Commission under Rule 415 that allows a single registration document to be filed by a company that permits the issuance of multiple securities.
What is Rule 144 restricted?
Rule 144 is a regulation enforced by the U.S. Securities and Exchange Commission (SEC) that sets the conditions under which restricted, unregistered, and control securities can be sold or resold.
Who is considered an affiliate under Rule 144?
Rule 144 at (a)(1) defines an “affiliate” of an issuing company as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.”
Who Does Rule 144 apply to?
Rule 144 applies to the sale into the public securities market of restricted stock by anyone and of unrestricted stock sold by a controlling person (“affiliate”) of an issuing company. Sales into the public market involve a brokerage firm and are not face-to-face sales negotiated between a seller and a buyer.
What is Section 12 of the Securities Exchange Act of 1934?
Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) establishes the thresholds at which an issuer is required to register a class of securities with the Securities and Exchange Commission (the “SEC”).
What is a securities law violation?
The main type of securities violation is known as “securities fraud”. Securities fraud happens when a party uses fraud, misrepresentation, or untrue statements in connection with the sale of a security. … This is considered unethical and is prohibited by securities laws.
What is the purpose of the Securities Act of 1934?
The Securities Exchange Act of 1934 (SEA) was created to govern securities transactions on the secondary market, after issue, ensuring greater financial transparency and accuracy and less fraud or manipulation.
What is a promoter under the Securities Act?
Securities Act of 1933, § 2(a)(4), 15 U.S.C. § 77B(a)(4). “Promoter” includes: (i) Any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer; or.
What is a Section 16 officer?
Section 16 Officer means every person who is directly or indirectly the beneficial owner of more than ten percent (10%) of any class of any equity security (other than an exempted security) which is registered pursuant to Section 12 of the Securities Exchange Act of 1934.
What is a pro supp?
A document providing information that was omitted from a base prospectus filed with the SEC in connection with a shelf registration.