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Securities Regulation

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Market Manipulation

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The deliberate attempt to interfere with the market operations of securities to create artificial, false or misleading appearances with respect to the price of, or market for, a security.

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Broker-Dealer

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A person or company that is in the business of buying and selling securities on behalf of its customers (broker), or for its own benefit (dealer).

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Fixed Income Security

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A type of investment security that pays investors fixed interest or dividend payments until its maturity date. At maturity, investors are repaid the principal amount they had invested.

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Prospectus

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A formal legal document required by and filed with the SEC that provides details about an investment offering for sale to the public.

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Tender Offer

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An offer to purchase some or all of shareholders' shares in a corporation made by an investor or acquirer. The price offered is usually at a premium to the market price.

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Form S-1

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An SEC filing used by companies planning on going public to register their securities with the U.S. Securities and Exchange Commission.

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Due Diligence

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A comprehensive appraisal of a business undertaken by a prospective buyer, especially to establish its assets and liabilities and evaluate its commercial potential.

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Short Selling

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The sale of a security that is not owned by the seller, or that the seller has borrowed, with the intention of buying back the security at a lower price.

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Insider Trading

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The illegal practice of trading on the stock exchange to one's own advantage through having access to confidential information.

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Regulation A

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An exemption from the registration requirements mandated by the Securities Act, applicable to small public offerings of securities up to 50millionwithina12monthperiod.50 million within a 12-month period.

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Flipping

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A practice where investors purchase shares at an initial public offering (IPO) at the offering price and then sell them at a profit soon after they begin trading on the market.

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Blue Sky Laws

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State regulations designed to protect investors against securities fraud by requiring sellers of new issues to register their offerings and provide financial details.

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Securities Exchange Act of 1934

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A federal law that created the SEC and is designed to govern securities transactions on the secondary market, after issue, ensuring greater financial transparency and accuracy and less fraud or manipulation.

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Initial Public Offering (IPO)

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The first time that the stock of a private company is offered to the public. IPOs are often issued by smaller, younger companies seeking capital to expand.

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Secondary Offering

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A corporate action where a company makes new stock available for public sale for the second time, after the initial public offering. This can refer to a company's private investors selling down their stakes.

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Securities Offering Memorandum

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Also known as a private placement memorandum or offering circular, it's a legal document stating the objectives, risks, and terms of an investment involved with a private placement.

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Lock-Up Agreement

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A contractual stipulation with pre-IPO company shareholders that prevents them from selling their shares for a specified period after the company goes public.

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Naked Short Selling

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An illegal practice where investors sell shorts associated with shares that they do not possess and have not confirmed their ability to possess.

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10-K

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An annual report required by the SEC that gives a comprehensive summary of a company's financial performance over the past year.

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No-Action Letter

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A letter from the SEC indicating that the staff will not recommend that the Commission take legal action against a person or company if they conduct a proposed activity or transaction.

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Regulation D

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A set of SEC rules regarding private placement exemptions that allows a company to raise capital through the sale of equity or debt securities without having to register with the SEC.

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Rule 144

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An SEC rule that establishes the conditions under which restricted, unregistered and control securities can be sold or resold.

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Investment Adviser

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A firm or individual that, for compensation, is engaged in the business of providing advice, making recommendations, issuing reports, or furnishing analyses on securities, either directly or through publications.

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Convertible Security

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A security that can be converted into another security, typically shares of the company's stock, usually at a preset price.

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Going Public

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The process of a company's shares being offered to the public through a new stock issuance, typically accompanied by the need to comply with various regulatory requirements.

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Financial Industry Regulatory Authority (FINRA)

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An independent, nongovernmental organization that writes and enforces the rules governing registered brokers and broker-dealer firms in the United States.

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Poison Pill

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A defensive strategy used by a targeted company to prevent or discourage hostile takeover attempts. It allows existing shareholders the right to purchase additional shares at a discount, diluting the value of shares purchased by the acquirer.

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Regulation S-K

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An SEC regulation that lays out reporting requirements for various SEC filings used by public companies. It includes details on reporting financial and other information.

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Accredited Investor

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An individual or a business entity that is allowed to deal in securities that may not be registered with financial authorities due to their financial sophistication.

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Material Nonpublic Information

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Any information that could substantially impact an investor's decision to buy or sell the security that has not been made available to the public.

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Proxy Statement

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A document containing the information that a company is required to disclose so that shareholders can make informed decisions about matters that will be discussed, or voted on, at the annual or special shareholder meeting.

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Margin Trading

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The practice of borrowing funds from a broker to trade a financial asset, which forms the collateral for the loan from the broker.

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Sarbanes-Oxley Act of 2002

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A federal law that established sweeping auditing and financial regulations for public companies, including stricter penalties for corporate fraud and measures to prevent accounting fraud.

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Debenture

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A type of debt instrument that is not secured by physical asset or collateral. Debentures are backed only by the general creditworthiness and reputation of the issuer.

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Private Security

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Securities not sold on the public stock market due to exemptions from the public offering regulations. Often sold directly from issuer to an investor.

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Public Offering

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The sale of equity shares or other financial instruments by an organization to the public in order to raise funds for business expansion and investment.

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Equity Security

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A type of security representing ownership interest held by shareholders in an entity (a company, partnership or trust), realized in the form of shares of capital stock, which includes stocks, mutual funds and exchange-traded funds (ETFs).

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SEC

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U.S. Securities and Exchange Commission is a federal agency responsible for enforcing federal securities laws and regulating the securities industry, the nation's stock and options exchanges.

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10-Q

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A quarterly report mandated by the SEC that contains similar information to the 10-K but is not as detailed.

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Securities Act of 1933

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Also known as the 'truth in securities' law, it requires that investors receive financial and other significant information concerning securities being offered for public sale; and prohibits deceit, misrepresentations, and other fraud in the sale of securities.

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