8-K Form
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A filing required by the SEC under the 1934 Securities Act; an 8-K is filed by
a registered company within ten days of a significant or material event
affecting the company (e.g., a dividend being suspended).
Blue-Sky Law
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State law regulating sale of securities.
,A psychotherapist received insider information from a senior executive at Martin
Marietta, that it was about to merge with Lockheed Martin. Notice of the merger was
not yet public and the therapist bought call options
a. This is not insider trading because the information was not from an insider.
b. The therapist violated section 10(b).
c. The therapist was not liable because he was not an insider.
d. A and c above.
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b. The therapist violated section 10(b).
Watered Shares
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Shares for which par value was not paid; shareholder is liable for the
difference between what was paid and the par value per share.
Williams Act
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Federal law governing the tender offer process.
Due Diligence
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, Under the Securities Act of 1933, a defense for filing a false registration
statement that requires proof that the individuals involved did all they could
to uncover the truth and could not have discovered the false statements
despite a thorough review of all relevant information.
Voting Trust
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Arrangement among shareholders to gain uniform voting and some power
by signing over voting rights on shares to a trustee; shareholders still get
dividends, but trustee votes the shares; must be in writing and recorded
with the corporation.
"Fair-Disclosure Rule" (Regulation FD)
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Federal securities regulation that requires publicly traded companies to
distribute information to the market as a whole and not to selected
investment firms, analysts, or investors; a means of distributing to the
market in a fair and open fashion the financial reports and pending and
evolving issues of publicly traded company.
Insider Trading and Securities Fraud Enforcement Act of 1988
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, Act increasing the Securities Exchange Act of 1934 penalties for insider
trading.
Novation
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Process of reworking a contract to substitute parties or terms, so that the
old contract is abandoned and the new contract becomes the only valid
contract.
Freeze-Out
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Merger undertaken with the objective of eliminating minority shareholders
Common stockholders
a. have voting rights.
b. are entitled to fixed dividends.
c. have the right to a proportionate share of assets upon dissolution before creditors
are paid.
d. receive dividends before preferred shareholders.
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A filing required by the SEC under the 1934 Securities Act; an 8-K is filed by
a registered company within ten days of a significant or material event
affecting the company (e.g., a dividend being suspended).
Blue-Sky Law
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State law regulating sale of securities.
,A psychotherapist received insider information from a senior executive at Martin
Marietta, that it was about to merge with Lockheed Martin. Notice of the merger was
not yet public and the therapist bought call options
a. This is not insider trading because the information was not from an insider.
b. The therapist violated section 10(b).
c. The therapist was not liable because he was not an insider.
d. A and c above.
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b. The therapist violated section 10(b).
Watered Shares
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Shares for which par value was not paid; shareholder is liable for the
difference between what was paid and the par value per share.
Williams Act
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Federal law governing the tender offer process.
Due Diligence
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, Under the Securities Act of 1933, a defense for filing a false registration
statement that requires proof that the individuals involved did all they could
to uncover the truth and could not have discovered the false statements
despite a thorough review of all relevant information.
Voting Trust
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Arrangement among shareholders to gain uniform voting and some power
by signing over voting rights on shares to a trustee; shareholders still get
dividends, but trustee votes the shares; must be in writing and recorded
with the corporation.
"Fair-Disclosure Rule" (Regulation FD)
Give this one a try later!
Federal securities regulation that requires publicly traded companies to
distribute information to the market as a whole and not to selected
investment firms, analysts, or investors; a means of distributing to the
market in a fair and open fashion the financial reports and pending and
evolving issues of publicly traded company.
Insider Trading and Securities Fraud Enforcement Act of 1988
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, Act increasing the Securities Exchange Act of 1934 penalties for insider
trading.
Novation
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Process of reworking a contract to substitute parties or terms, so that the
old contract is abandoned and the new contract becomes the only valid
contract.
Freeze-Out
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Merger undertaken with the objective of eliminating minority shareholders
Common stockholders
a. have voting rights.
b. are entitled to fixed dividends.
c. have the right to a proportionate share of assets upon dissolution before creditors
are paid.
d. receive dividends before preferred shareholders.
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