Securities

Regulation Code
Securities Regulation Code

Purpose :
1. Dev 't of capital Markets
2- Democratisation of wealth

3. Protection Of Investors

Regulation penalties
Administrative SEC
-

1-

-
cease & Desist order by SEC
2. civil -

Damages
3- criminal -
imprisonment

registration
i. securities market Professionals
- Dealers , brokers

a. markets ,
clearing Agencies , Self -

Regulating organizations
3. securities
-
shares , participation ,
interests in a commercial enterprise
-

whether written or electronic

↳ debt instruments
equity or

Register first in
SEC
↓ securities ( gov't receiver/trustee
/ Insurance
/
,

material info UN "" "

Comm bank ordinary deeds)
-

prospectus regs all are correct all exempt

, ,

\ transactions
-
i. -

/
2- sworn registration statement ( broker 's
,
isolated , stock div ,

signatories to
registration statement right of conversion exclusive sale
, ,

written consent of the expert private placement subscriptions

-

, ,

-
written certification by such selling shareholders sophisticated
3. Payment of filing fees -
410 of 1% of the aggregate price
4- Publication of notice of the filing of the registration 2 newspaper / once for 2 consecutive weeks
-

5. w/ in 45 days -

SEC will give an order -

effective / rejecting it
 who ? Registered Issuer

Reportorial Requirements
/ Public company -750m assets
report, , @g , p,, ,
✓
-
annua ,
7200 holders
Investor _
prohibition from manipulative fraudulent& I 100 equity securities
\
,

Protection ↳
insider trading investment contracts
gender offer L non public material ↓
publicly
intention
announced d-
( into -

communicate info
] UNLESS :
Reporting companies
to buy
[
relationship Annual
-

not from
_

-
issuer ( buyback ) Outside from Issuer

✓ ""° "
"" " "^ ° "" ° " " "" ᵈ " " "" "^
P" "
"

_
"
✓ stock

✓ settlement
option plan
thru reissue
%Tʰ¥ioHd ✓✓
a tender offer _
issuer / buyer already
has the info
_
current Report
retained
✓ appraisal rights
✓ other
earnings
legit purposes
:
-

mandatory IRI
15% -

%
30% 351 . or control { All -
if specified
750% -
ALL
:
EXCEPT
-
unissued shares
-
4 in authorized CS
-
Foreclosure
- privatization of
gov 't
- FRIA ( court supervised )
open market
-
?⃝