Securities Glossary

This page will eventually include terms commonly used in Securities law.  It will help readers understand some of the jargon used to describe certain situations that commonly occur.

Blue Sky Laws– State regulations of securities.  Most of these have been preempted by federal regulation.

Exchange Markets- A type of stock market where the transactions occur at a single location.  For example- The New York Stock exchange.

Form 10-K-

Form 10-Q – A Quarterly Report on Securities issuer transactions required by the Securites Act of 1934

Market Maker- A person who coordinates transactions in an over-the-counter market.

No-Action Letter– a letter from the SEC which states that a proposed offer to sell securities is in conformance with the law, and that the SEC will not take any enforcement action on that proposed transaction if carried out as laid out in the proposal.

Over-the-Counter Market- Where transactions in securities occur outside of the exchange between parties through a Market Maker. Ex. NASDAQ

Securities Act of 1933- An act of congress designed to provide adequate public information on the public offering of securities.

Securities Exchange Act of 1934- An act regulating the market of securities enacted in order to prevent some of the abuses which lead to the 1929 stock market crash such as, insider trading, proxy regulation, broker regulation, etc.  The act lead to the creation of the Securities Exchange Commission (SEC), the regulatory body which oversees the trading of securities.  The act gives the SEC broad powers in the regulation of securities.

Source: Jim Cox, Professor, Duke University School of Law

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