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Securities Regulation Key Points

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Securities Act of 1933

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Also known as the 'truth in securities' law, the Securities Act of 1933 has two basic objectives: to require that investors receive financial and other significant information concerning securities being offered for public sale; and to prohibit deceit, misrepresentations, and other fraud in the sale of securities.

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Securities Exchange Act of 1934

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This act created the Securities and Exchange Commission (SEC), which is the main body that enforces federal securities laws and regulates the securities industry. The '34 Act also governs transactions in the secondary market and provides for the regulation of exchanges and market participants.

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Accredited Investor

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An accredited investor is an individual or entity that is allowed to deal in securities that may not be registered with financial authorities. They are recognized on the basis of their net worth, income, experience, or professional knowledge.

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Insider Trading

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Insider trading refers to the buying or selling of a security by someone who has access to material non-public information about the security. Insider trading can be legal or illegal depending on if the information is acted on before it is public.

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Blue Sky Laws

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State securities laws designed to protect investors from fraudulent sales practices and securities. These laws require sellers of new issues to register their offerings and provide financial details, which aids in public understanding and avoiding deception.

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Short Selling

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Short selling is a trading strategy that speculates on the decline in a stock or other securities price. It's the practice of selling a security that the seller does not own, with the intention of purchasing the security back at a lower price to make a profit.

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Initial Public Offering (IPO)

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An IPO is the first time that the stock of a private company is offered to the public. IPOs are often issued by smaller, younger companies seeking the capital to expand, but can also be done by large privately owned companies looking to become publicly traded.

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Dodd-Frank Wall Street Reform and Consumer Protection Act

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This is a comprehensive piece of financial reform legislation passed in 2010 in response to the Great Recession. It aims to prevent the excessive risk-taking that led to the financial crisis and to protect consumers from abusive financial services practices.

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Sarbanes-Oxley Act of 2002

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Also known as SOX, this act was passed to protect investors from the possibility of fraudulent accounting activities by corporations. It mandates strict reforms to improve financial disclosures from corporations and prevent accounting fraud.

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Market Capitalization

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Market capitalization refers to the total dollar market value of a company's outstanding shares of stock. It is calculated by multiplying a company's outstanding shares by the current market price of one share.

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Pump and Dump Scheme

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This is a form of securities fraud that involves artificially inflating the price of an owned stock through false and misleading positive statements, with the intent to sell at the inflated price.

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Regulation D (Reg D)

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Regulation D contains rules providing certain exemptions from the registration requirements, allowing some companies to offer and sell their securities without having to register the securities with the SEC. This benefits smaller companies by reducing the costs associated with a public offering.

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Price-Earnings Ratio (P/E Ratio)

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The P/E ratio measures a company's current share price relative to its per-share earnings. It's a valuation ratio of a company's current share price compared to its per-share earnings. P/E ratios are used by investors and analysts to determine the relative value of a company's shares.

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Dividend

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A dividend is a distribution of a portion of a company's earnings, decided by the board of directors, to a class of its shareholders. Dividends can be issued as cash payments, as shares of stock, or other property.

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Mutual Fund

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A mutual fund is a type of investment vehicle consisting of a portfolio of stocks, bonds, or other securities, which is managed by an investment company. Mutual funds give small or individual investors access to diversified, professionally managed portfolios at a low price.

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Portfolio Diversification

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Portfolio diversification is an investment strategy that spreads risk by allocating investments across various financial instruments, industries, and other categories. It aims to maximize returns by investing in different areas that would each react differently to the same event.

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Margin Trading

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Margin trading involves buying and selling of securities in one single session. Often times it refers to the practice of using borrowed funds from a broker to trade a financial asset, which forms the collateral for the loan from the broker.

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Bear Market

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A bear market is a condition in which securities prices fall and widespread pessimism causes a negative sentiment to be self-sustaining. As investors anticipate losses in a bear market and selling continues, pessimism only grows.

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Bull Market

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A bull market is a phase in the market cycle where prices are rising or are expected to rise. The term can refer to the market as a whole or specific sectors and securities. It reflects increasing investor confidence and expectations of strong future performance.

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Bond

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A bond is a fixed income instrument that represents a loan made by an investor to a borrower (typically corporate or governmental). A bond could be thought of as an I.O.U. between the lender and borrower that includes the details of the loan and its payments.

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Call Option

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A call option is a financial contract that gives the option buyer the right, but not the obligation, to buy a stock, bond, commodity, or other asset or instrument at a specified price within a specific time period.

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Put Option

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A put option is a financial contract giving the option seller the right, but not the obligation, to sell a stock, bond, commodity, or other asset or instrument at a specific price within a specified time.

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