THIRD EXAM STUDY GUIDE:
SEC Regulations
Gower: pp. 48 - 55
- What is the purpose of the SEC?
- What are the two basic objectives of the Truth in Securities Act? What is a registration statement? What requirements does the Act have regarding advertising? What are tombstone ads?
- What is considered "material" in regard to a registration statement? Who is liable for untrue or omitted material facts in the registration statement?
- The SEC's rules for public reporting of information apply to which kind of companies?
- Know the rules and requirements regarding a company's 10-K.
- What information do courts treat as material?
- Disclosures of material facts are required to be what?
- Know the rules regarding P.R. agency liability for misleading statements made to the investing public.
- Know the rules and requirements regarding Regulation FD.
- Why was Regulation FD adopted?
- What reduced the importance of analysts for some investors?
- Because not all investors have access to the Internet or use it, what does the SEC require of companies?
- Which distribution services do companies typically use?
- Why is there a 15-minute lag?
- What is insider trading? Why is it prohibited? What is the definition of an insider? Who are considered insiders? Who was Anthony Franco and what did he do wrong? How could a public relations professional become a tipster?
- What is meant by fiduciary duty?
- What remedies does the SEC have? What are "blue sky laws"?
SEC Final Rule: Selective Disclosure
- What disclosure does Regulation FD require? When must that disclosure be made?
- The method of making the disclosure must be reasonably designed to effect what?
- Understand fully why Regulation FD was adopted.
- Selective disclosure leads to what? Why?
- How specifically was Regulation FD related to the relationship between corporate management and analysts/investors?
- Which technological developments have made it much easier for issuers to disseminate information broadly?
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