1. I. Disclosure A. Healthy capital markets based on disclosure of financial information B. Securities regulation 1. definition of security 2. ethical issues C. Federal law D. Securities are traded by exchanges E. Blue sky laws

2. II. History of Securities Law A. 1929 crash B. In response: C. 1933 Securities Act 1.Security is given a broad definition 2. Howey test 3. Reeves v. Ernst & Young

3. III. Securities & Exchange Commission A. Created under SEA of 1934 B. Companies must file a registration statement with SEC to issue securities C. Certain companies must submit periodic financial reports to SEC on secondary sales D. SEC has broad rule-making powers E. SEC investigates & enforces

4. IV. Securities Act of 1933 and Initial Public Offerings A.Must register securities before selling to public 1. Registration statement 2. Prospectus B. Underwriter must sell stock to a dealer before it is sold to public 1. underwriter 2. dealer

5. IV. Initial Public Offerings C. Filing Process 1. Pre-filing period 2. Waiting period 3. Post effective period

6. V. Exemptions from Securities Act of 1933 A. Transactions 1. Intrastate offerings 2. Regulation D 3. Regulation A 4. private offering

7. V. Exemptions B. Exempt Securities 1. government securities 2. short-term commercial paper 3. not-for-profit corporations

8. VI. Violations of Securities Act of 1933 A. Persons liable B. Typical violations C. Defenses D. Penalties 1. Criminal 2. Civil