Index

Bank Holding Company Act

bankruptcy, trustees’ certificates issued in

bank securities

Basic, Inc. v. Levinson

“bespeaks caution” doctrine

bid prices

Blue Chip Stamps v. Manor Drug Stores

“blue sky” laws

boiler rooms

breakpoint pricing

129

broker-dealers

duty of loyalty

financial responsibilities

industry

as market makers

–

network

registration of

sales practices

–

solvency based on the balance sheet

broker, definition of

bull market, for the securities in distribution

business continuity plans

business development companies

Carpenter v. United States

cash-out transactions

causation

concept of

element of

–

caveat emptor, system of

caveat vendor, system of

Cede Corporation

Chiarella v. United States

100

class action lawsuits

attorneys’ fees in

Private Securities Litigation Reform Act of 1995 (PSLRA)

–

Rule 11 sanctions

against securities-fraud

Securities Litigation Uniform Standards Act of 1998 (SLUSA)

–

class representatives, plaintiffs appointed as

closed-end investment company

distribution and pricing of shares

–

net asset value

collateral loan agreements

commodity, definition of

Commodity Exchange Act

commodity pools

commodity-related investments

common law duties, codification of

130

compensation for trades

Comptroller of the Currency

conflict of interest

obligations

protection against money managers’

under Trust Indenture Act of 1939 (TIA)

114

–

contingent fees

139

contract, breach of

controlling-person liability

103

control-related transactions

corporate governance

reforms in

corporate insiders

corporate restructuring

corporate shares, issuance of

corporate stocks

corporation’s ethics

criminal enforcement, of the 1933 Act

crowdfunding

exemption to

intrastate offerings

crude rule of thumb

dealer transactions

–

debt instruments

debt securities

deficiency letters, use of

Delaware carveout

Depository Trust Corporation

deputization, doctrine of

designated market makers, in listed securities

directors

conflict of interest

131

–

duties of

approval of the advisory contract

131

–

independence requirements

129

–

of investment company

130

–

making and execution of the advisory contract

management function

obligations of

portfolio selection

potential for self-dealing

131

Dirks v. SEC

101

disgorgement, concept of

–

distributing securities, for sale in the U.S. markets

diversification, meaning of

Dodd-Frank Act

–

“downstream” public resales

“due diligence” defense

“emerging growth” company

–

employer–employee relationship

enterprise, concept of

equity ownership

equity securities

–

Ernst & Ernst v. Hochfelder

exchange-traded equity securities

exchange-traded funds (ETFs)

exempt reporting advisers

face-amount certificate companies

factual business information

Federal Reserve bank

Federal Reserve Board

107

federal securities laws

–

private remedies

scope and reach of

–

definition of “security”

–

jurisdictional provisions

–

relation to other federal laws

–

SEC enforcement powers

–

state law

–

Securities Act (1933)

Securities and Exchange Commission (SEC)

–

Securities Exchange Act (1934)

–

Self-Regulation

federal securities regulation, purpose of

fiduciary duty, breach of

101

state laws governing

Financial Industry Regulatory Authority (FINRA)

antifraud rules

IPO practices rules

policy of mark-up or mark down

107

self-regulatory functions

financial newsletters, regulation of

financial planners

financial planning industry, emergence of

Financial Stability Oversight Council

First Amendment rights of free speech

flipping and spinning, practice of

Foreign Corrupt Practices Act (1977)

foreign private advisers

Form 8-K

–

Form 10-Q

Form PF

Fourth Circuit

fraud-on-the-market doctrine

free-riding scheme

violation of the securities laws

free writing

General Exemptive Authority

–

good-faith transaction

government securities

of the U.S. government

hedge funds

Herman & MacLean v. Huddleston

high-net-worth investors

H.J., Inc. v. Northwestern Bell Telephone Co.

hot issue see bull market, for the securities in distribution

identifying securities, guidelines for

improper insider trading, definition of

improper trading and pricing practices

breakpoint pricing

129

late trading

–

market timing

“in connection with” doctrine

–

indemnification agreements

initial public offering (IPO)

allocation of shares

FINRA’s IPO practices rules

overpricing of

transactions not involving

–

injunctive relief

in pari delicto (equal fault) defense

inside information, use of

insider trading

improper

insider short-swing reporting and profits

–

10 percent beneficial equity ownership

directors and deputization

–

disgorgement

–

officers

short sale

liability in

SEC actions

102

–

under Rule 10B-5 of 1934 Act

–

102

Insider Trading and Securities Fraud Enforcement Act (ITSFEA)

103

insider transactions

institutional investors

appointment as lead plaintiffs

insurance companies, regulation of

insurance company advisers

insurance policies, exemption from registration

interstate commerce, instrumentality of

140

interstate securities business

intrastate crowdfunding offerings

intrastate exemption, from registration of securities

–

safe harbor

investment advisers

action for breach of fiduciary duty

compensation

defined

–

electronic filing system

fees of

–

Registration Depository

registration of

140

relation with investment companies

–

Investment Advisers Act of 1940 (IAA)

advisory contract terms and conditions

139

–

antifraud provisions

application of

definition of “investment adviser”

exclusions under

–

broker-dealers

financial planners

general

publications

exemptions under

foreign private advisers

funds with less than $150 million under management

insurance company advisers

local advisers

state regulated advisers

provisions for

exempt reporting advisers

private fund advisers

venture capital funds

registration requirements

143

–

on requirement of registration of all investment advisers

140

–

on risk reporting

Rule 206 (4)-7

violations of

investment bankers

investment company

access persons

antifraud violations

board of directors

categories of

closed-end

definition of

directors of see directors

distribution and pricing of shares

–

of closed-end investment company shares

–

improper trading and pricing practices

–

of open-end investment company shares

125

–

secondary markets

hedge funds

interlocking ownership of shares

118

management of securities holdings

money market funds

mutual funds

–

open-end

public offering of securities

relation with investment advisers and underwriters

–

secondary market for

shareholders of

protection against mismanagement and imprudent investments

special situation company

transactions with affiliated persons

132

–

Investment Company Act of 1940 (ICA)

–

anti-pyramiding regulation is imposed by

118

background and scope of

–

classification of

exchange-traded funds

investment company

–

coverage

–

definition of investment company under

meaning of diversification under

modification or assignment of advisory contract under

137

–

propriety of advisory fees under

136

–

registration and disclosure requirements under

name

134

registration

134

–

reporting

sales literature

Rule 2a-7

Rule 6c-11

Rule 17f-2

Rule 22d-1

Rule 23c-1

Rule 23c-2

Rule 23c-3

Rule 35d-1

investment contract

–

investment portfolio

investment risks

investment securities

Janus Capital Group, Inc. v. First Derivative Traders

Jumpstart Our Business Startups Act (JOBS Act, 2012)

–

know-your-customer (KYC)

143

know your merchandise

143

laddering, practice of

liabilities under 1933 Act

affirmative defenses

class actions

PSLRA

–

SLUSA

–

criminal and SEC remedies under

“due diligence” defense

“lack of knowledge” exception

private rights of action

–

section 11

–

section 12

–

section 12(a)(1)

section 12(a)(2)

“reasonable care” requirement

scheme liability

SEC actions and criminal prosecutions

secondary liability

aiding and abetting

–

comparison with primary liability

–

controlling-person liability

liabilities under 1934 Act

additional rights of action

–

aiding and abetting

–

controlling-person liability

mail and wire fraud

–

Racketeer Influenced and Corrupt Organizations Act

–

false filings and other misstatements

–

causation, element of

–

civil liability for a violation of Rule 10b-5

–

cumulative remedies against

“in connection with” requirement

–

materiality, issue of

–

presumption of reliance

–

scienter standard

–

section 18 provision against

–

standing to sue in Rule 10b-5

–

statute of limitations

fraud-on-the-market doctrine

manipulative practices

–

private remedy in damages

under section

(f) 78

statute of

tender offers under section

(E)

–

liquidity funds

local advisers, exemptions from registration

Lorenzo v. SEC

mail and wire fraud

–

statutes, violation of

–

management companies

diversified

non-diversified

management discussion and analysis (MD&A)

market execution price

“market following” test

market makers

–

–

market regulation

broker-dealer sales practices

–

conflict of interest obligations

establishment of fair market practices

FINRA regulation

know-your-customer requirement

of securities markets

–

self-regulation

mark-up see market execution price

materiality of statement

action against misstatement under Rule 10b-5

definition of

material misstatements and omissions, remedies for

under Rule 10b-5

material registration statement deficiencies

misrepresentation of fact

money market funds

Municipal Securities Rulemaking Board

mutual funds

–

institutional market timing of

pricing mechanism of

secondary market for mutual fund shares

Nasdaq National Stock Market

NASD rules and interpretations

National Association of Securities Dealers’ Automated Quotation system (Nasdaq)

national market system

national securities exchange

New York Stock Exchange (NYSE)

nonbank financial companies

non-diversified investment companies

non-exempt investment companies, registration of

odd-lot tender offers

offer to sell

–

open-end investment company

distribution and pricing of shares

125

–

late trading

–

sales loads for large purchases of shares in

underwriters and dealers in

Over-the-Counter Bulletin Board (OTCBB)

“over-the-counter” (OTC) securities

payment for order

107

Piper v. Chris-Craft Industries, Inc.

post-effective period, for registration of securities

–

aftermarket transactions

–

allocating IPO shares

prospectus requirements

shelf registration

primary offerings, of securities

private funds, definition of

private remedies

private rights of action, under 1933 Act

–

103

section 11

–

section 12

–

section 12(a)(1)

section 12(a)(2)

Private Securities Litigation Reform Act of 1995 (PSLRA)

–

prospectus

definition of

free writing

red herring

registration under section 5 of 1933 Act

–

requirements during post-effective period

tombstone ad

proxy rules’ private right of action

publicly traded companies

publicly traded securities

public offering distribution process

–

best efforts underwriting

firm commitment underwriting

–

strict underwriting

purchase the securities, right to

qualified institutional buyers (QIBs)

qualified purchasers

quiet period

Racketeer Influenced and Corrupt Organizations Act (RICO)

–

refusal order proceedings

registered offering disclosure, requirements of

adequacy of disclosures

–

registration forms

–

registered public offerings

registered securities exchange

registration exemptions, under 1933 Act

antifraud provisions

exempt securities

–

for certain exchanges of securities

intrastate exemption

–

small-issue exemptions

–

exempt transactions

–

certain dealer transactions

–

General Exemptive Authority

–

integration doctrine

–

not involving a public offering

–

not involving issuers, underwriters or dealers

–

other exemptions

Regulation D

–

section “4(1½)” exemption

–

unsolicited brokers’ transactions

for offerings up to $10 million

Regulation A ceiling

–

Regulation D exemptions

–

Regulation S exemptions

safe harbor for nonpublic offerings by issuers

registration forms

–

registration statement, public filing of

registration, under the 1934 Act

Regulation Best Interest (BI)

regulation of companies, issuing securities under 1934 Act

reliance, element of

fraud-on-the-market doctrine

–

price, impact of

Rule 10b-5 claim

–

remedies under 1933 Act, for misstatements in registration materials

respondeat superior, common-law principles of

–

restricted securities

resale of

seller of

risk reporting

Roosevelt, President

Rule 14a-8 management

–

safe harbor, for nonpublic offerings by issuers

safety net, for investors

sale of a security

sales literature

sales load

Salman v. United States

101

Sarbanes-Oxley Act (2002)

Schreiber v. Burlington Northern, Inc.

scienter, inference of

secondary distributions, of securities

Securities Act of 1933 (1933 Act)

“access equals delivery” rule

antifraud provision

beneficial ownership requirement

“bespeaks caution” doctrine

“blue sky” laws

codification of case law

criminal enforcement of

liabilities under see liabilities under 1933 Act

overview of

–

on prospectus delivery requirements

on public offering distribution process

–

best efforts underwriting

firm commitment underwriting

–

strict underwriting

refiling period

–

on registered offering disclosure requirements

adequacy of disclosures

–

registration forms

–

registration exemptions see registration exemptions, under 1933 Act

on registration requirements

filing of the registration statement

“post-effective” period

“prefiling” period

“waiting” period

registration statement

registration under

for regulating distribution of securities

Rule 134

Rule 135

–

Rule 144

–

Rule 147

Rule 163B

Rule 164

Rule 168

Rule 173

Rule 175

Rule 176

Rule 405

Rule 482

Rule 501(e)

Rule 502(c)

Rule 504

Rule 506

Rule 508

Rule 701

on safe harbor for prefiling publicity

–

section 5 of

operation of

overview of

–

prohibitions of

violation of

securities transactions

structure of

–

violation of

remedies for

Securities and Exchange Commission (SEC)

–

actions and criminal prosecutions

administrative law processes

“cease and desist” power

Division of Trading and Markets

enforcement actions

enforcement powers

–

forms of regulation

direct regulation

industry self-regulation

issue of civil penalties

jurisdiction over foreign transactions

legal consequences of questionable IPO-related activities

obligations in the regulatory scheme

power to provide additional exemptions through rule making

registration of broker-dealers

Regulation 14D’s rules for third-party offers

Regulation Best Interest (BI)

Regulation S-K Item 303(a)

Regulations S-K and S-X

–

responses to private requests

review practices

Rule 10b-5

108

Rule 15c3-2

rule-making power

rules prohibiting the use of manipulative or deceptive device

rules regarding mutual fund pricing

sanctions in administrative enforcement proceedings

securities, distribution of

by primary offerings

by secondary distributions

Securities Exchange Act of 1934 (1934 Act)

antifraud provisions

on anti-manipulation practices

–

“best price” rule in Rules 14d-10(a)(2) and 13e-4(f)(8)(ii)

causation under

codification of case law

coverage of

–

on degree of culpability required to establish a defendant’s violation

liabilities under see liabilities under 1934 Act

materiality, issue of

–

overview of

–

periodic disclosure obligations under

registered reporting company under

registration under

regulation of companies issuing securities under

for regulation of securities distributions

remedies under

Rule 3b-2

Rule 10b-5

–

100

applicability of

causation, element of

–

cause of action

clauses in

–

cumulative remedies against misstatements in registration materials

implied private rights of action under

“in connection with” requirement

insider trading under

–

102

promulgated under section

(b) 79

reliance, element of

–

scienter standard applies under

–

standing to sue in

–

violation of

Rule 11 sanctions against claims

Rule 14a-7

Rule 14a-8(a)(3)

Rule 14a-9

claims based on negligence

Rules 14a-3

Schedule 13D filing

Schedule 14A

Schedule 14C

scope of

section 18 of

–

shareholder voting

antifraud provisions

proxy regulation scope

–

shareholder proposals

–

triggers for

violation of

Williams Act, codification of

–

securities industry

Securities Investor Protection Act of 1970 (SIPA) 2

securities laws, violation of

Securities Litigation Uniform Standards Act of 1998 (SLUSA)

–

securities markets

background and history of

–

market makers

–

securities, registration of

securities, sale of

securities transactions

security-based swap agreements

security, definition of

–

SEC v. W.J. Howey Co

SEC v. Zandford

self-regulatory organization rule, violations of

108

self-regulatory organizations (SROs)

self-tender offers

“shareholder of record” threshold

shareholder voting

antifraud provisions

proxy regulation scope

–

shareholder proposals

–

share repurchases

–

shelf registration

short sales

short-swing transactions

single closed-end company

Small Business Incentive Act (1980)

Small Business Investment Act (1958)

special purpose acquisition companies (SPACs)

special situation company

Staff Accounting Bulletin (SAB)

standard of care

Standard & Poor’s Depositary Receipts

standing to sue

–

state corporate law

state regulated advisers

stock income agreements

stock manipulation

Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc.

stop-order proceedings

tax-exempt repurchase agreements

tendered securities, withdrawal of

tender offer

under 1934 Act section 14(e)

–

material for equity securities

pressure-creating characteristics of

tombstone ad

trustees

conflict of interest with bondholders

duties upon issuer default

–

enforcement of pre-default duties under TIA

116

power under TIA

116

role as a creditor of the obligor

Trust Indenture Act of 1939 (TIA)

debt securities that are not exempt under

enforcement of the trustee’s pre-default duties under

116

exemptions under

overview of

112

–

qualification

–

conflicts of interest

114

–

trustees that are also creditors of the issuer-obligor

Rule 4a-2 of

unaccredited investors

underwriters

–

defined

relation with investment companies

–

status of

United States v. O’Hagan

100

unit investment trusts

unregistered offerings

unregistered securities, exemption for the resale of

unsolicited brokers’ transactions

venture capital funds

violations, of the securities laws

Volcker Rule

voting rights

voting securities

ownership of

of persons

114

waiting period, for registration of securities

–

prospectus

–

Wall Street crash (1929)

“wash sales” transaction

well-known seasoned issuers

willful misfeasance