A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than equity and fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., equity warrants.
An initial public offering (IPO) or stock launch is a public offering in which shares of a company are sold to institutional investors and usually also to retail (individual) investors. An IPO is typically underwritten by one or more investment banks, who also arrange for the shares to be listed on one or more stock exchanges. Through this process, colloquially known as floating, or going public, a privately held company is transformed into a public company. Initial public offerings can be used to raise new equity capital for companies, to monetize the investments of private shareholders such as company founders or private equity investors, and to enable easy trading of existing holdings or future capital raising by becoming publicly traded.
The Sarbanes–Oxley Act of 2002 is a United States federal law that mandates certain practices in financial record keeping and reporting for corporations. The act, Pub. L. 107–204 (text)(PDF), 116 Stat. 745, enacted July 30, 2002, also known as the "Public Company Accounting Reform and Investor Protection Act" and "Corporate and Auditing Accountability, Responsibility, and Transparency Act" and more commonly called Sarbanes–Oxley, SOX or Sarbox, contains eleven sections that place requirements on all U.S. public company boards of directors and management and public accounting firms. A number of provisions of the Act also apply to privately held companies, such as the willful destruction of evidence to impede a federal investigation.
The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and after the stock market crash of 1929. It is an integral part of United States securities regulation. It is legislated pursuant to the Interstate Commerce Clause of the Constitution.
An American depositary receipt is a negotiable security that represents securities of a foreign company and allows that company's shares to trade in the U.S. financial markets.
The Investment Company Act of 1940 is an act of Congress which regulates investment funds. It was passed as a United States Public Law on August 22, 1940, and is codified at 15 U.S.C. §§ 80a-1–80a-64. Along with the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and extensive rules issued by the U.S. Securities and Exchange Commission; it is central to financial regulation in the United States. It has been updated by the Dodd-Frank Act of 2010. It is the primary source of regulation for mutual funds and closed-end funds, now a multi-trillion dollar investment industry. The 1940 Act also impacts the operations of hedge funds, private equity funds and even holding companies.
The Investment Advisers Act of 1940, codified at 15 U.S.C. § 80b-1 through 15 U.S.C. § 80b-21, is a United States federal law that was created to monitor and regulate the activities of investment advisers as defined by the law. Passing unanimously in both the House and Senate, it is the primary source of regulation of investment advisers and is administered by the U.S. Securities and Exchange Commission.
A reverse takeover (RTO), reverse merger, or reverse IPO is the acquisition of a public company by a private company so that the private company can bypass the lengthy and complex process of going public. Sometimes, conversely, the public company is bought by the private company through an asset swap and share issue. The transaction typically requires reorganization of capitalization of the acquiring company.
Securities regulation in the United States is the field of U.S. law that covers transactions and other dealings with securities. The term is usually understood to include both federal and state-level regulation by governmental regulatory agencies, but sometimes may also encompass listing requirements of exchanges like the New York Stock Exchange and rules of self-regulatory organizations like the Financial Industry Regulatory Authority (FINRA).
A prospectus, in finance, is a disclosure document that describes a financial security for potential buyers. It commonly provides investors with material information about mutual funds, stocks, bonds and other investments, such as a description of the company's business, financial statements, biographies of officers and directors, detailed information about their compensation, any litigation that is taking place, a list of material properties and any other material information. In the context of an individual securities offering, such as an initial public offering, a prospectus is distributed by underwriters or other financial firms to potential investors. Today, prospectuses are most widely distributed through websites such as EDGAR and its equivalents in other countries.
MIND CTI Ltd. is a global provider of billing and customer care solutions and messaging services for voice, data, video and content services. Headquartered in Yokneam, Israel; the company also has offices in the United States of America, Iaşi in Romania and in Germany.
Form 4 is a United States SEC filing that relates to insider trading. Every director, officer and owner of more than 10 percent of a class of a particular company's equity securities registered under Section 12 of the Securities Exchange Act of 1934 must file with the United States Securities and Exchange Commission a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The annual statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
China Medical Technologies, Inc. (CMED) was a Cayman Islands corporation based in China, currently in liquidation following fraud allegations. It purported to develop, manufacture, and market high intensity focused ultrasound therapy systems, advanced in vitro diagnostic ("IVD") products using enhanced chemiluminescence ("ECLIA") technology, fluorescent in-situ hybridization ("FISH") technology, and surface plasmon resonance (“SPR”) technology to detect and monitor various diseases and disorders.
The Financial Industry Regulatory Authority (FINRA) is a private American corporation that acts as a self-regulatory organization (SRO) that regulates member brokerage firms and exchange markets. FINRA is the successor to the National Association of Securities Dealers, Inc. (NASD) as well as to the member regulation, enforcement, and arbitration operations of the New York Stock Exchange. The U.S. government agency that acts as the ultimate regulator of the U.S. securities industry, including FINRA, is the U.S. Securities and Exchange Commission (SEC).
Qualified institutional placement (QIP) is a capital-raising tool, primarily used in India and other parts of southern Asia, whereby a listed company can issue equity shares, fully and partly convertible debentures, or any securities other than warrants which are convertible to equity shares to a qualified institutional buyer (QIB).
Camelot Entertainment Group, Inc. ("CMGR"), is a public company based in Irvine, California, with three subsidiaries: Camelot Films, Camelot Distribution Group, including DarKnight Pictures, and Camelot Studio Group. Camelot is in the process of rebuilding its production and distribution subsidiaries as it continues to work on its Studio Group developments. As of March 1, 2018, Camelot is working toward filing a new S-1 Registration Statement in order to regain its fully reporting status and resume trading. The company has not traded since July 23, 2013, when it was unable to complete its annual and quarterly filing requirements due to lack of funding. In the interim, the company has divested itself of most of the titles it was representing for distribution as part of an overall restructuring. In addition to divesting the film library acquired in 2010, the company has now worked through most of the prior legal issues that arose from the acquisition of the library and is now in a position to move forward with its S-1 Registration. Going forward, Camelot will focus on acquiring and producing content through its Camelot Films subsidiary, direct to consumer ("DTC") digital distribution domestically as it rebuilds its foreign sales operations through its Camelot Distribution Group subsidiary, and the launch of its long planned Camelot Studio Group facility.
Regulation S-K is a prescribed regulation under the US Securities Act of 1933 that lays out reporting requirements for various SEC filings used by public companies. Companies are also often called issuers, filers or registrants.
Slack Technologies, LLC is an American software company founded in 2009 in Vancouver, British Columbia, known for its proprietary communication platform Slack. Outside its headquarters in San Francisco, California, Slack also operates offices in New York City, Denver, Toronto, London, Paris, Tokyo, Dublin, Vancouver, Pune, and Melbourne.
In the United States under the Securities Act of 1933, any offer to sell securities must either be registered with the United States Securities and Exchange Commission (SEC) or meet certain qualifications to exempt it from such registration. Regulation A contains rules providing exemptions from the registration requirements, allowing some companies to use equity crowdfunding to offer and sell their securities without having to register the securities with the SEC. Regulation A offerings are intended to make access to capital possible for small and medium-sized companies that could not otherwise bear the costs of a normal SEC registration and to allow nonaccredited investors to participate in the offering. The regulation is found under Title 17 of the Code of Federal Regulations, chapter 2, part 230. The legal citation is 17 C.F.R. §230.251 et seq.
Norwegian Cruise Line Holdings (NCLH) is a holding company that is domiciled in Bermuda and based in the United States. It operates three cruise lines as wholly owned subsidiaries: Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises. With its subsidiaries combined, it is the third-largest cruise operator in the world. It is a publicly traded company listed on the New York Stock Exchange.
