The Law of Corporations and Other Business Organizations
Chapter Glossary
10-K report | The annual report required by the SEC of publicly held corporations that sell stock.
|
10-Q report | The quarterly report that must be filed with the SEC by all corporations that are required to file 10-K reports.
|
blue sky law | Any state law regulating sales of stock or other investment activities to protect the public from fly-by-night or fraudulent stock deals, or to ensure that an investor gets enough information to make a reasoned purchase of stock or other security.
|
clearing agency | Any person who acts as an intermediary in making payments or deliveries or both in connection with transactions in securities or who provides facilities for comparison of data respecting the terms of settlement of securities transactions, to reduce the number of settlements of securities transactions, or for the allocation of securities settlement responsibilities.
|
disgorgement | To give up something (usually illegal profits) on demand or by court order.
|
due diligence | Enough care, enough timeliness, or enough investigation to meet legal requirements, to fulfill a duty, or to evaluate the risks of a course of action. Due diligence often refers to a professional investigation of the financial risks of a merger or a securities purchase, or the legal obligation to do the investigation. Due diligence is also used as a synonym for “due care.”
|
EDGAR | Electronic Data Gathering, Analysis, and Retrieval system established by the SEC to collect, validate, index, and provide to the public, documents that are required to be filed with the SEC.
|
exchange | An organization set up to buy and sell securities such as stocks.
|
Form 8-K | A form that must be filed with the SEC by the issuer of registered securities when certain pertinent information contained in the registration statement of the issuer changes.
|
initial public offering | The first offering of a corporation’s securities to the public.
|
insider trading | The purchase or sale of securities by corporate insiders based on nonpublic information.
|
over-the-counter | Describes securities, such as stocks and bonds, sold directly from broker to broker or broker to customer rather than through an exchange.
|
proxy statement | The document sent or given to stockholders when their voting proxies are requested for a corporate decision. The SEC has rules for when the statements must be given out and what must be in them.
|
public corporation | A corporation that has shares listed on a national securities exchange or shares that are regularly traded in a market maintained by one or more members of a national securities association. Also referred to as publicly held corporation or publicly traded corporation.
|
public offering | The offering of securities for sale to the public by means of interstate commerce.
|
red herring prospectus | A preliminary prospectus, used during the “waiting period” between filing a registration statement with the SEC and approval of the statement. It has a red “for information only” statement on the front and states that the securities described may not be offered for sale until SEC approval. The red herring must be filed with the SEC before use.
|
Sarbanes-Oxley act of 2002 | Also referred to as the Public Accounting Reform and Investor Protection Act of 2002. Federal law signed into law effective July 30, 2002, to protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, and for other related purposes.
|
Securities Act of 1933 | A federal securities act requiring the registration of securities that are to be sold to the public and the disclosure of complete information to potential buyers.
|
Securities and Exchange Commission | A federal agency that administers the federal securities acts, primarily by regulating the sale and trading of stocks and other securities.
|
Securities Exchange Act of 1934 | A federal securities act regulating stock exchanges and over-the-counter stock sales.
|
short-swing profits | The profits made by a company insider on the short-term sale of company stock.
|
tombstone ad | A stock (or other securities) or land sales notice that clearly states that it is informational only and not itself an offer to buy or sell. It has a black border that resembles one on a death notice.
|
underwriter | With regard to securities offerings, any person or organization that purchases securities from an issuer with a view to distributing them, or any person who offers or sells or participates in the offer or sale for an issuer of any security.
|