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Definition
| requires that issuer makes disclosure of material nonpublic information in 8-K |
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Term
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Definition
Requires anyone who acquires 5% of security to notify issuer within 10 days
includes: security, issuer, background of filer, source and amount of funds, purpose, interest in securities, % ownership and # of shares, contracts, exhibits
13G is for investors that dont intent to influence issuer |
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Definition
| requires quarterly filings of manager who control over 100M in equity |
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Term
| Proxy Stamement - Form 14A (rule 14a-6) |
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Definition
| Must provide shareholders info on upcoming voting material in annual meeting |
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Term
Insider reports - 16a-1
Form 3
Form 4
Form 5 |
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Definition
For officers that own more than 10% of stock must be reported within 10 days of becoming insider
Form 3 - initial filing when becomes insider
Form 4 - changes in beneficial ownership
Form 5 - annual insider report |
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Term
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Definition
Registration statement for IPOs
Contains: issuers business, competition, use of proceeds,risk factors, financial statements |
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Term
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Definition
Short form registration
Requires $75Mil of public float in voting and nonvoting common equity
WKSI are eligible
Can sell securities over 3 year span
(form F-3 for foreign issuers) |
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Term
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Definition
| Registration statements for M&As accompanied for proxy statement |
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Term
Rule 14c-2 Proxy Statements
Preliminary and Definite |
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Definition
Required to send annual proxy statement 20 days prior to meeting date
Preliminary - 10 days prior to definite
definite - must be filed no later than day it is sent to shareholders |
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Term
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Definition
| file schedule 13e-3 when issuer buys stock and goes private |
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Term
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Definition
| Filed when someone makes an offer to become owner of 5% or more |
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Term
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Definition
| requires issuer to give recommendation regarding tender offer proposed |
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