Term
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Definition
| to help another commit a crime; the secondary violation in which the aider and abettor knows or is reckless about the other person's crime (the primary violation) and provides substantial assistance to the carrying out of that crim. Barron's Business Law |
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Term
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Definition
| person who enjoys the benefits of ownership even though title is in another name. When shares of a mutual fund are held by a custodian bank or when securities are held by a broker in STREET NAME, the real owner is the beneficial owner, even though, for safety or convenience, the bnak or broker holds title. Barron's Dictionary of Finance and Investment Terms. |
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Term
| bespeaks caution doctrine |
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Definition
| Provides that forward-looking statements included in a disclosure document (such as a registration statement or a Form 10-K) are not actionable as securities fraud, provided that such statements are accompanied by specific and meaningful cautionary language. (Understanding Securities Law) |
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Definition
| Any period longer than three business days during which50 percent or more of the participants in a retirement plan are prevented from trading. |
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Term
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Definition
| A tippee upon whom an insider's duty of disclosure can be imposed upon. |
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Term
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Definition
| theory that market prices reflect the knowledge and expectations of all investors. Those who adhere to this theory consider it futile to seek undervalued stocks or to forecast market movements. Any new development is reflected in a firm's stock price, they say, making it impossible to beat the market. Barron's Dictionary of Financial and Investment Terms |
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Term
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Definition
| securities issued to generate funds to operate the corporate enterprise; shares of common and preferred stock. Barron's Business Law |
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Term
| forward-looking statement |
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Definition
| Generally refers to "soft" future-oriented information rather than historical "hard" information, encompassing projections of future performance and appraisals of specified assets. (Understanding Securities Law) |
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Term
| fraud-on-the-market theory |
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Definition
| the theory that if the information about a company available to the market is incorrect, then the market price will not reflect the true value of the stock. Barron's Business Law |
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Term
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Definition
| State law suits by investors who allege that they did not sell their securities because of the defendants' fraud. |
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Term
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Definition
| an owner of 10% or more of the corporate stock of an issuer on a national stock exchange, or a director or officer of such an issuer, as well as other, including employees, consultants and tippees, with inside information about corporate affairs. Barron's Business Law |
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Term
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Definition
| buying or selling securities on the basis of information not available to the public. Barron's Business Law |
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Term
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Definition
| A misstatement or omission that conceals something from the market that when disclosed negatively affects the value of the security. |
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Term
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Definition
| Generally extends liability for insider trading to persons who trade or tip material nonpublic information (namely, to a source other than the subject corporation and its shareholders) (Understanding Securities Law) |
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Term
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Definition
| Under Rule 10B-5 a misrepresentation of a fact. |
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Term
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Definition
| Under Rule 10B-5, a fact left our of a statement, such that the statement becomes misleading. |
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Term
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Definition
| the interest on the amount of an award from the date of the injury to the date of judgment. Barron's Business Law |
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Term
| Regulation Analyst Certification (Regulation AC) |
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Definition
| A SEC regulation that prohibits analysts from issuing reports that they do not personally believe to be true and requires the disclosure of any analyst compensation arrangements related to the specific recommendation or views contained in the research report. |
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Term
| Regulation FD (Fair Diclosure) |
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Definition
| A SEC regulation that provides that whenever an issuer, or a person acting on its behalf, discloses material nonpublic information to securities market professionals or holders of the issuer's securities who may well trade on the basis of the information, the issuer must publicly disclose that same information simultaneously (for intentional disclosures) or promptly (for non-intentional disclosures). |
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Term
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Definition
| Regarding insider trading, a tippee of tippees. Not liable unless they knew or should have known that the firs-tier tipper was breaching a fiduciary duty in passing on the nonpublic information. |
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Term
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Definition
| Promulgated pursuant to Section 10(b) of the 1934 Act, this rule makes it unlawful to employ any deceptive or manipulative device in connection with the purchase or sale of a security. (Understanding Securities Law) |
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Term
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Definition
| A review conducted by accountants in which they review events subsequent to the date of the certified balance sheet in the registration statement to ascertain whether any material change has occurred in the company's financial position that should be disclosed to prevent the financial statements from being misleading. |
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Term
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Definition
| Claims against third parties that engaged in fraudulent business transactions designed to enable the issuer to artificially inflate its earnings. |
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Term
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Definition
| (Latin) "knowling," "with guilty knowledge" (i.e., with intent to deceive); a requirement for proving fraud, scienter arises when the misrepresenting party knew or should have known that material facts have been falsely represented. Barron's Business Law |
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Term
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Definition
| a practice whereby issuers of publicly traded securities disclose material nonpublic information, such as advance warnings of earnings results, to securities analysts or selected institutional investors before making full disclosure of the same information to the general public. Barron's Business Law |
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Term
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Definition
| sale of a security or commodity futures contract not owned by the seller; a technique used (1) to take advantge of an anticipated decline in the price or (2) to protect a profit in a long position. Barron's Dictionary of Finance and Investment Terms. |
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Term
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Definition
| the disposition fo securities by an insider within 6 months after purchase. Barron's Business Law |
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Term
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Definition
| The temporary sale of shares to another entity or individual so as to hide the true ownership of the shares in order to avoid tax-reporting requirements or the net-margin requirements of securities laws applicable to brokerage firms. |
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Term
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Definition
| outside attorneys, accountants, consultants, or investment bankers who are not directly employed by a corporation but who acwuire confidential information through performance of professional services. Barron's Business Law |
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Term
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Definition
| An affirmative defense to insider trading in which an insider trades pursuant to a preexisting written contract or plan to trade in the securities. |
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Term
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Definition
| the disclosure of a fact to an individual (a tippee) and withheld from the general public. Barron's Business Law |
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Term
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Definition
| a person who receives special information about corporate affairs from an insider so tht he/she may invest in its securities. Barron's Business Law |
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Term
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Definition
| a person who provides another person (the tippee) material information about a security that could be used for insider trading. Barron's Business Law |
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Term
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Definition
| An involuntary purchase or sale of a security, that does not result in liability, in which there is not possibility of speculative abuse and does not involve the payment of cash, by an officer, director, or greater that 10% shareholder that would otherwise result in recoverable short-swing profits. |
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