What is Section 9 of the Securities Act? (2024)

What is Section 9 of the Securities Act?

Section 9 also contains provisions that prohibit manipulation through false or misleading predictions about price movement or other misinformation about a security, short selling, pegging, fixing or stabilizing of securities in violation of SEC rules, or trading in security-based swaps,27 as well as provisions ...

What is the SEC Rule 9?

No registered employee shall directly or indirectly, rebate to any person, firm or corporation any part of the compensation he may receive as a registered employee; nor shall he pay such compensation or any part thereof, directly or indirectly, to any person, firm, or corporation, as a bonus, commission, fee or other ...

What is Section 3 A 9 of the Securities Act of 1933?

The Section 3(a)(9) exemption is available for the issuance of securities to the holders of debt securities of another issuer if the obligation on such debt securities of the other issuer had previously been assumed by the issuer of the new securities.

What is Section 10 of the Securities Act?

Section 10(b) makes it unlawful to “use or employ, in connection with the purchase or sale of any security” a “manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [SEC] may prescribe.” 15 U.S.C.

What is Section 10D of the Securities Exchange Act of 1934?

In accordance with Section 10D of the Exchange Act, the final rules direct the national securities exchanges and associations that list securities to establish listing standards that require each issuer to develop and implement a policy providing for the recovery, in the event of a required accounting restatement, of ...

What is Section 9 A )( 2 of the Securities Exchange Act?

(2) to prohibit or constrain, during periods of extraordinary market volatility, any trading practice in connection with the purchase or sale of equity securities that the Commission determines (A) has previously contributed significantly to extraordinary levels of volatility that have threatened the maintenance of ...

What is the new SEC rule 2023?

On July 26, 2023, the SEC issued a final rule1 that requires registrants to provide enhanced and standardized disclosures regarding “cybersecurity risk management, strategy, governance, and incidents.” The final rule addresses concerns over investor access to timely and consistent information related to cybersecurity ...

What is Section 11 of the Securities Act?

Section 11 refers to Section 11 of the Securities Act, formally 15 U.S.C. § 77k, which allows purchasers of a security in a public offering to bring a civil action against the issuer, underwriter, or anyone who signed or helped prepare the registration statement for any misrepresentations in the registration statement.

What is Section 7 of the Securities Act?

Section 7 gives the SEC full authority to determine what information issuers must submit, but generally required is information about the issuer and the terms of the offered securities that would help investors form a reasoned opinion about the investment.

What are the requirements for 3 A )( 9?

The four main requirements of Section 3(a)(9) are as follows: (i) same Issuer – the issuer of the old securities being surrendered must be the same as the issuer of the new securities; (ii) no additional consideration from the security holder; (iii) offer must be made exclusively with existing security holders; and (iv ...

What is Section 12 of the Securities Act?

Section 12(2) of the Securities Act of 1933 provides a securities purchaser with an express cause of action against his seller if the purchaser can establish that the seller used interstate commerce or the mails to offer or sell a security by means of a written or oral communication which misstated or omitted to state ...

What is Section 20 of the Securities Act?

Wherever communicating, or purchasing or selling a security while in possession of, material, nonpublic information would violate, or result in liability to any purchaser or seller of the security under any provision of this chapter, or any rule or regulation thereun- der, such conduct in connection with a purchase or ...

What is Section 12 of the Securities Exchange Act?

Section 12(g) of the Exchange Act establishes thresholds at which an issuer (company) must register its securities with the SEC and become subject to periodic reporting and disclosure requirements.

What is Section 14 of the Securities Exchange Act of 1934?

Sections 14(a)-(c) (codified in 15 U.S.C. § 78n(a)-(c)) govern disclosure during proxy contests, when various parties might solicit an investor's vote on a corporate action, or to vote for certain board members. All disclosure materials must be filed with the SEC.

What is Section 18 of the Securities Exchange Act of 1934?

Section 18(a) provides: "Any person who shall make or cause to be made any statement in any application, report, or document filed pursuant to this chapter or any rule or regulation thereunder .... which statement was at the time and in the light of the circumstances under which it was made false or misleading with ...

What is Section 15 D of the Securities Act?

Section 15(d) provides that any issuer who registers a class of securities under the Securities Act of 1933, as amended (the Securities Act) shall become subject to periodic reporting requirements under Section 13(a) (15 USCS § 78m) of the Exchange Act, including annual reports on Form 10-K, quarterly reports on Form ...

What is Section 10 A )( 3 of the Securities Act?

Section 10(a)(3) requires that when a prospectus is used more than nine months after the effective date of the registration statement, the information contained in the prospectus must be no more than sixteen months old, so far as such information is known to the user of the prospectus or can be furnished without ...

What is Section 8a of the Securities Act?

If the Commission finds, after notice and opportunity for hearing, that any person is violating, has violated, or is about to violate any provision of this subchapter, or any rule or regulation thereunder, the Commission may publish its findings and enter an order requiring such person, and any other person that is, ...

What is Section 22 of the Securities Act of 1933?

Section 22 of the Securities Act grants concurrent jurisdiction over claims by private plaintiffs to the federal and state courts and prevents defendants from removing to federal court cases brought in state court.

What are the final rules of the SEC in April 2023?

The SEC has already adopted the final rules for the following rules listed on the Agenda: (1) Removal of References to Credit Ratings From Regulation M; (2) Prohibition Against Fraud, Manipulation, and Deception in Connection With Security-Based Swaps; Prohibition Against Undue Influence Over Chief Compliance Officers; ...

What will SEC look like in 2025?

2025 Season

In 2025 there will be 16 total teams in the SEC. It might be too big to divide it up between East and West. And currently there are east teams that should be in west, and west teams that could be in the east. Have two subdivisions in each divisions consisting of four teams in each subdivision.

What are the SEC priorities for 2024?

The 2024 Priorities are primarily organized by entity, with just four thematic topics broken out separately as applicable to a wide range of market participants: (1) information security and operational resiliency; (2) crypto assets and emerging financial technology; (3) regulation systems compliance and integrity; and ...

What is Section 27 of the Securities Act?

Section 27 of the Securities Exchange Act of 1934 provides that federal courts "shall have exclusive jurisdiction" over "violations of [the Act] or the rules and regulations thereunder, and of all suits in equity and actions at law brought to enforce any liability or duty created by [the Act] or the rules and ...

What is Section 13 of the Securities Exchange Act?

Sections 13(d) and 13(g) of the Exchange Act require any person or group of persons who directly or indirectly acquires or has beneficial ownership of more than 5% of a class of an issuer's Section 13(d) Securities (the “5% threshold”) to report such beneficial ownership on Schedule 13D or Schedule 13G, as appropriate.

What is Section 11 and 12 of the Securities Act?

To ensure that information contained in a registration statement is complete and accurate, the Securities Act created two private rights of action: under Section 11, where a plaintiff can bring an action for misstatements or omissions in a registration statement, and under Section 12, where a plaintiff can bring claims ...

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