Offer to more than 10 percent of the shareholders of a firm for the purchase of their shares; generally part of a takeover effort.
Card 102
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Tippee
Answer
Party who receives inside information about a corporation or its securities and uses the information to trade securities.
Card 103
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Tombstone Ad
Answer
Ad run in newspapers announcing an upcoming securities offering; permissible after the registration statement is filed but not yet effective; must indicate it is not an offer for sale.
Card 104
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Williams Act
Answer
Federal law governing the tender offer process.
Card 105
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10-K Form
Answer
Annual report filed with the SEC; required of all 1934 Act firms.
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10-Q Form
Answer
Quarterly report filed with the SEC; required of all 1934 Act firms.
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8-K Form
Answer
A filing required by the SEC under the 1934 Securities Act; an 8-K is filed by a registered company within ten days of a significant or material event affecting the company (e.g., a dividend being suspended).
Card 108
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“Fair-Disclosure Rule” (Regulation FD)
Answer
Federal securities regulation that requires publicly traded companies to distribute information to the market as a whole and not to selected investment firms, analysts, or investors; a means of distributing to the market in a fair and open fashion the financial reports and pending and evolving issues of publicly traded company.
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