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Cards In This Set
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Security: investment contract (4)
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The Investment of Money
In a common enterprise (pooling) With an expectation of Profits That results solely from the efforts of Others |
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Security : Howey
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Stock
Bond Debenture Right or Warrant Note Put Call Options Certificate of interest in a profit sharing arrangement |
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Security Act of 1933 (Paper Act) (Truth in Securities Act) (Prospectus Act)
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Requires full disclosure of all material information in their registration materials in order for investors to make full informed investment decisions (civil and criminal penalties)
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Issuer
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Any person who issues or proposes to any security. (also applies to a governement entity
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Underwriter
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Any person who has purchased from an issuer with a view to selling. Does not include a brokerage firm earning a commission on a retail sale to the public.
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Person
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Individuals, corporations, partnerships, an association, joint stock company, a trust, any unicorporated organization, or a governmental or political subdivision.
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Prospectus
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Any notice circular advertisement letter or communication written or broadcast by radio or TV that offers any security for sale or confirms the sale of a security
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Tombstone
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Advertisement that simply identifies the security the price and the underwriters. it is not considered a prospectus.
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Sale or Sell
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Contract for sale or the disposition of security for value. or a solicitation of an offer to buy a security for value.
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Sale does not include what?
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Preliminary negotiations or agreements between the issuer and the underwriter or a gift of securities.
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Exempted Securities under the Securities act of 1933 (33)
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Any security issued or guaranteed by the usa. any state or any political subdivision of a state. All federal government issues and municipal securities.
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Exempted secuties ... Commericial Paper
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Has a maturity at the time of issuance of no more than 9 months (270 days) with the stipulation that the proceeds are to be used by the issuer to increase working capital and not for the purchase of fixed assets. There is no minuimum denomination or rating requirement similar to that found in the Uniformed Securities act
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Exempt Securities Loan
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Federal or state bank, sanving and loan associations, building and loan associatens or similar institutions.
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Exempt Securities: Railroad
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Railroad equipment trust means any interest in an equipment trust lease or other similar arrangement entereed into guaranteed by or for the benefit of a common carrier to finance the acquisition of ROLLING STOCK including motive power
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Regulation A
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Exempt secuirity any security offered to the public when the total amount is 5 Million or less during any 12-month period.
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