Glossary · 106 terms
Regulatory & Compliance
All regulatory & compliance terms in the EquitiesAmerica.com glossary — plain-English definitions for American investors.
13D Filing(Schedule 13D)
A Schedule 13D is an SEC filing required within 10 calendar days when any person or group acquires beneficial ownership of more than 5% of a class of a public company's registered voting securities with the intention of influencing or changing the issuer's direction or control.
Accredited Investor(qualified investor)
An accredited investor is an individual or entity that meets specific financial thresholds set by the SEC and is therefore permitted to invest in private securities offerings that are exempt from standard registration requirements.
American Depositary Receipt Rules(ADR)
American Depositary Receipt (ADR) rules govern the creation, registration, and trading of depositary receipts that represent ownership of shares in non-US companies, enabling US investors to buy foreign equity through US markets and settlement systems while the underlying shares remain held by a depositary bank in the issuer's home country.
Bargain Purchase (Negative Goodwill)(negative goodwill)
A bargain purchase occurs in a business combination when the fair value of the net identifiable assets acquired exceeds the total consideration paid, producing negative goodwill that is recognized as an immediate gain in the acquirer's income statement under ASC 805.
Beneficial Ownership(beneficial owner)
Beneficial Ownership refers to the true economic interest in a security — the right to receive the financial benefits of ownership such as dividends and capital gains — even when legal title is held by a different party such as a broker, bank, or nominee.
Beneficial Ownership Reporting(Schedule 13D)
Beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 requires any person or group that acquires beneficial ownership of more than five percent of a class of registered equity securities to publicly disclose that ownership to the SEC, enabling other shareholders, the issuer, and the market to assess potential changes in corporate control.
Blue Sky Laws(state securities laws)
Blue sky laws are state-level securities statutes that require registration of securities offerings and the licensing of brokers and investment advisers within each state, operating alongside and sometimes in addition to federal securities law.
Board of Directors(corporate board)
A Board of Directors is the elected governing body of a public corporation, legally responsible for overseeing management, setting strategic direction, approving major transactions, and protecting the long-term interests of shareholders.
Broker-Dealer(BD)
A Broker-Dealer is a financial firm registered with FINRA and the SEC that is licensed to execute securities transactions on behalf of clients (acting as broker) and to trade securities for its own account (acting as dealer), serving as a critical intermediary in securities markets.
Carbon Credit(carbon allowance)
A Carbon Credit is a tradable certificate representing the right to emit one metric ton of carbon dioxide (or an equivalent greenhouse gas), used within cap-and-trade systems to put a market price on emissions.
CARES Act (Market Impact)(CARES Act)
The Coronavirus Aid, Relief, and Economic Security Act of 2020 (CARES Act) was a $2.2 trillion federal emergency response to the COVID-19 pandemic that provided direct payments, expanded unemployment insurance, small business loans, corporate liquidity facilities, and retirement account flexibility — representing the largest economic stimulus in US history at the time.
Cease and Desist Order(C&D order)
A cease-and-desist order is an administrative sanction issued by the SEC in enforcement proceedings that prohibits a respondent from committing or causing further violations of specified provisions of federal securities laws, serving both as a formal finding of past violation and as a prospective legal prohibition whose breach can result in additional sanctions.
Chinese Wall (Information Barrier)(Chinese wall)
A Chinese Wall, or information barrier, is a set of policies, procedures, and physical controls implemented by financial institutions to prevent the flow of material nonpublic information between departments that routinely possess inside information — such as investment banking — and departments that trade or manage money in public markets.
CHIPS and Science Act (Market Impact)(CHIPS Act)
The CHIPS and Science Act of 2022 is federal legislation that provided approximately $52 billion in direct subsidies and a 25% investment tax credit for domestic semiconductor manufacturing, alongside $200 billion in science and technology research funding, aimed at rebuilding US chip production capacity and reducing dependence on Asian supply chains.
Clawback Provision(compensation clawback)
A Clawback Provision is a contractual or regulatory mechanism that allows or requires a company to recover previously paid compensation from an executive if the company later determines the payout was based on misstated financials, misconduct, or other defined triggering events.
Climate Risk (Financial)(climate financial risk)
Financial Climate Risk refers to the economic and investment losses that can arise from climate change, classified by regulators and analysts into two main categories: physical risk from weather and environmental damage, and transition risk from the policy and market shifts accompanying decarbonization.
Consolidated Audit Trail (CAT)(CAT)
The Consolidated Audit Trail (CAT) is a comprehensive, centralized database mandated by the SEC under Rule 613 that captures and retains detailed records of every order event — origination, routing, modification, cancellation, and execution — in U.S. equity and options markets, enabling regulators to reconstruct market activity and investigate potential violations with unprecedented speed and precision.
Crowdfunding Regulation(Regulation CF)
Crowdfunding regulation under Title III of the Jumpstart Our Business Startups (JOBS) Act of 2012, implemented by the SEC as Regulation Crowdfunding in 2016, permits small businesses to raise up to $5 million per year from unaccredited investors through registered online funding portals, subject to disclosure requirements, investment limits, and ongoing reporting obligations designed to protect retail investors.
Cumulative Voting(cumulative director voting)
Cumulative Voting is a method of electing corporate directors that allows shareholders to concentrate all of their votes on a single candidate rather than spreading one vote per candidate per share, making it easier for minority shareholders to elect at least one board representative.
Currency Transaction Report(CTR)
A Currency Transaction Report (CTR) is a mandatory Bank Secrecy Act report that US financial institutions must file with FinCEN whenever a customer conducts cash transactions totaling more than $10,000 in a single business day, regardless of whether the institution suspects illegal activity.
Custodian (Securities)(qualified custodian)
A Securities Custodian is a financial institution — typically a bank or qualified broker-dealer — that holds and safeguards investors' securities and cash, processes settlements, collects dividends and interest, handles corporate action elections, and provides recordkeeping services on behalf of individual and institutional clients.
Customer Complaint Process (FINRA)(FINRA complaint)
The FINRA customer complaint process is the formal mechanism through which retail and institutional investors submit written complaints against FINRA-member broker-dealers and their registered representatives, triggering FINRA's supervisory and enforcement review of the alleged misconduct and providing a record that informs regulatory examinations, enforcement investigations, and public disclosure through BrokerCheck.
Customer Protection Rule (Rule 15c3-3)(Rule 15c3-3)
SEC Rule 15c3-3, known as the Customer Protection Rule, requires registered broker-dealers to maintain physical possession or control of customer fully paid and excess margin securities, and to maintain a special reserve bank account holding a minimum amount of cash or qualified securities to satisfy net obligations owed to customers.
Deferred Prosecution Agreement(DPA)
A deferred prosecution agreement (DPA) is a negotiated resolution between the U.S. Department of Justice and a corporate defendant in which the government files criminal charges but agrees to defer their prosecution for a specified period — typically two to three years — in exchange for the company's acceptance of responsibility, payment of monetary penalties, cooperation with the government's investigation, and implementation of compliance reforms.
Depository Trust Company(DTC)
The Depository Trust Company (DTC) is a subsidiary of DTCC (Depository Trust and Clearing Corporation) that serves as the central securities depository for virtually all publicly traded stocks and bonds in the United States, holding trillions in securities on behalf of broker-dealers and reducing the physical movement of certificates.
Disgorgement(disgorgement of profits)
Disgorgement is an equitable remedy in securities enforcement proceedings that requires a defendant or respondent to surrender ill-gotten gains — the profits causally connected to the violation — to the government, stripping the wrongdoer of the financial benefit of the unlawful conduct and deterring future violations by ensuring that securities fraud does not pay.
Dodd-Frank Wall Street Reform Act(Dodd-Frank)
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 is the most sweeping overhaul of US financial regulation since the 1930s, enacted in response to the 2008 financial crisis to address systemic risk, derivatives market opacity, consumer protection failures, and gaps in regulatory authority over complex financial institutions.
Dual-Class Share Structure(multi-class share structure)
A Dual-Class Share Structure is a corporate equity arrangement in which a company issues two (or more) classes of common stock with different voting rights, typically granting founders or insiders shares with superior votes while public investors hold shares with limited or no voting power.
EDGAR (SEC Filing System)(EDGAR)
EDGAR (Electronic Data Gathering, Analysis, and Retrieval) is the SEC's free public database through which public companies, mutual funds, and other filers submit required disclosures, making financial statements and regulatory filings searchable and accessible to any investor.
Emerging Growth Company(EGC)
An Emerging Growth Company (EGC) is a company classification created by the Jumpstart Our Business Startups (JOBS) Act of 2012 that allows smaller, recently public companies to comply with reduced SEC disclosure requirements and auditing standards for up to five years following their initial public offering.
Executive Compensation(CEO pay)
Executive Compensation is the total pay package awarded to a company's senior executives — typically the CEO, CFO, and other named executive officers — including base salary, annual bonuses, long-term equity awards, benefits, and perquisites.
Fiduciary Duty(fiduciary standard)
Fiduciary duty is the highest legal standard of care in financial services, requiring that a fiduciary act solely in the best interests of their client rather than in their own interest or the interest of any third party.
FINRA(Financial Industry Regulatory Authority)
FINRA (Financial Industry Regulatory Authority) is a self-regulatory organization that oversees broker-dealers and their registered representatives in the United States.
FINRA Arbitration(FINRA arbitration forum)
FINRA arbitration is a private dispute resolution process administered by FINRA under its Code of Arbitration Procedure that provides investors and industry participants with a faster and less costly alternative to court litigation for resolving securities-related disputes, including customer claims against broker-dealers and registered representatives for unsuitable recommendations, unauthorized trading, fraud, and breach of fiduciary duty.
Foreign Private Issuer(FPI)
A Foreign Private Issuer (FPI) is a non-US company that qualifies under SEC rules for a streamlined disclosure regime, allowing it to file financial statements prepared under IFRS or home-country GAAP, use SEC forms designed for foreign companies, and observe less frequent and less extensive reporting obligations than domestic US registrants.
Form 13F(13F)
Form 13F is a quarterly SEC filing required from institutional investment managers with at least $100 million in qualifying assets, disclosing their long equity positions to the public.
Form 4(insider transaction report)
Form 4 is an SEC disclosure document that corporate insiders — officers, directors, and 10%-or-greater shareholders — must file within two business days of any change in their ownership of company securities.
Form ADV(ADV)
Form ADV is the uniform registration document that investment advisers must file with the SEC or state regulators, disclosing their business practices, ownership, conflicts of interest, and disciplinary history.
Front Running(frontrunning)
Front running is the illegal practice in which a broker, trader, or other market participant uses advance knowledge of a pending client order — or other nonpublic information about imminent market activity — to trade in the same direction for personal or firm account before executing the client's order, profiting from the predictable price impact of the client's trade.
Going-Private Rules (Rule 13e-3)(Rule 13e-3)
SEC Rule 13e-3 governs going-private transactions in which a public company, or an affiliate of the company, engages in a transaction that causes the company's equity securities to be held by fewer than 300 persons of record or to be delisted from a national securities exchange, requiring extensive disclosure and a substantive fairness determination to protect minority shareholders who are being cashed out.
Independent Director(outside director)
An Independent Director is a board member who has no material financial, personal, or professional relationship with the company beyond the directorship itself, allowing them to exercise unbiased judgment on behalf of all shareholders.
Inflation Reduction Act (Market Impact)(IRA 2022)
The Inflation Reduction Act of 2022 (IRA) is landmark federal legislation that authorized approximately $369 billion in climate and clean energy investments, introduced a 15% corporate alternative minimum tax on large companies, established a stock buyback excise tax, and restructured prescription drug pricing — with significant implications for equity markets.
Infrastructure Investment and Jobs Act(IIJA)
The Infrastructure Investment and Jobs Act of 2021 (IIJA), also known as the Bipartisan Infrastructure Law, authorized approximately $1.2 trillion in federal infrastructure spending over five years for roads, bridges, broadband, water systems, passenger rail, ports, and the electric grid, with equity market implications concentrated in industrial, materials, and utilities sectors.
Insider Trading(MNPI trading)
Insider trading refers to the buying or selling of a publicly traded security based on material, non-public information about that company, a practice that is illegal under U.S. securities law.
Investment Advisers Act of 1940(Advisers Act)
The Investment Advisers Act of 1940 is the federal statute that established the registration and regulatory framework for investment advisers — persons or firms that provide securities advice for compensation — and imposed fiduciary obligations requiring advisers to act in clients' best interests.
Investment Company Act of 1940(1940 Act)
The Investment Company Act of 1940 is the primary federal statute governing mutual funds, closed-end funds, and other investment companies in the United States, establishing registration, disclosure, and governance requirements.
Jumpstart Our Business Startups (JOBS) Act(JOBS Act)
The Jumpstart Our Business Startups Act of 2012 (JOBS Act) modernized US securities law to facilitate capital formation for smaller companies by creating new securities registration exemptions, expanding crowdfunding, easing IPO burdens for emerging growth companies, and relaxing restrictions on general solicitation in private offerings.
Large Trader Reporting(Rule 13h-1)
Large Trader Reporting, established under SEC Rule 13h-1, requires any person or entity whose transactions in exchange-listed securities equal or exceed two million shares or $20 million on any single day, or 20 million shares or $200 million during any calendar month, to register with the SEC as a large trader and to facilitate the SEC's ability to obtain transaction data for surveillance and investigation purposes.
Market Access Rule (Rule 15c3-5)(Rule 15c3-5)
SEC Rule 15c3-5, known as the Market Access Rule, requires broker-dealers that provide customers or other parties with access to trading on national securities exchanges or alternative trading systems to implement pre-trade risk management controls and supervisory procedures sufficient to prevent erroneous orders, breaches of regulatory thresholds, and other events that could expose the broker-dealer or markets to excessive financial or operational risk.
Material Nonpublic Information(MNPI)
Material Nonpublic Information (MNPI) is information about a public company that is both material — meaning a reasonable investor would consider it important in making an investment decision — and nonpublic — meaning it has not been disseminated in a manner making it generally available to the investing public.
Municipal Securities Rulemaking Board(MSRB)
The Municipal Securities Rulemaking Board (MSRB) is a self-regulatory organization established by Congress in 1975 under the Securities Acts Amendments that creates rules governing broker-dealers and municipal advisors who participate in the municipal securities market, with a primary mission of protecting investors and issuers and preserving market integrity in the approximately $4 trillion U.S. municipal bond market.
National Securities Clearing Corporation(NSCC)
The National Securities Clearing Corporation (NSCC) is a subsidiary of DTCC that provides clearing, settlement risk management, and netting services for equity transactions in the United States, reducing the volume of securities and cash that must actually change hands by matching and offsetting buy and sell obligations across all participants.
National Securities Markets Improvement Act(NSMIA)
The National Securities Markets Improvement Act of 1996 (NSMIA) rationalized the dual federal-state securities regulatory system by preempting state registration and review requirements for covered securities — primarily nationally listed stocks, investment companies, and Rule 506 private placements — while preserving state anti-fraud authority.
Net Capital Rule (Rule 15c3-1)(Rule 15c3-1)
SEC Rule 15c3-1, the Net Capital Rule, requires registered broker-dealers to maintain at all times a minimum level of liquid net worth — calculated by deducting illiquid assets and applying haircuts to securities positions from total net worth — to ensure they can promptly meet obligations to customers and counterparties.
Non-Prosecution Agreement(NPA)
A non-prosecution agreement (NPA) is a resolution between the U.S. Department of Justice and a corporation or individual in which the government agrees not to file criminal charges at all — rather than merely deferring them as in a deferred prosecution agreement — in exchange for the subject's cooperation with the investigation, payment of monetary penalties, and acceptance of compliance obligations.
OFAC Sanctions(OFAC)
OFAC sanctions are economic and trade restrictions administered by the US Treasury Department's Office of Foreign Assets Control (OFAC) that prohibit virtually all transactions between US persons and specifically designated foreign governments, entities, and individuals, with violations subject to severe civil and criminal penalties.
Pattern Day Trader(PDT)
A pattern day trader (PDT) is any investor who executes four or more day trades within five business days in a margin account, triggering FINRA rules that require maintaining a minimum account equity of $25,000.
Penny Stock Reform Act(penny stock rules)
The Penny Stock Reform Act of 1990 is federal legislation that imposed enhanced disclosure, suitability, and risk-warning requirements on broker-dealers recommending low-priced securities, targeting the fraudulent promotion schemes that had proliferated around micro-cap stocks trading outside major exchanges.
Proxy Voting(proxy vote)
Proxy Voting is the mechanism by which shareholders authorize a representative — typically the company's management or a third party — to cast votes on their behalf at a shareholder meeting when they do not attend in person.
Purchase Price Allocation(PPA)
Purchase price allocation (PPA) is the process required under ASC 805 (Business Combinations) whereby an acquirer assigns the total consideration paid in an acquisition to the identifiable assets acquired and liabilities assumed at their fair values on the acquisition date, with any residual amount recorded as goodwill.
Qualified Purchaser(QP)
A Qualified Purchaser is an individual or family company that owns at least $5 million in investments, or an institution managing at least $25 million for its own account, meeting a higher standard than the accredited investor threshold and unlocking access to the most restrictive tier of private funds.
Registered Investment Advisor(RIA)
A Registered Investment Advisor (RIA) is an investment professional or firm registered with the SEC (for those managing over $110 million) or state securities regulators (below that threshold) that provides investment advice for compensation and is subject to a fiduciary duty to act in clients' best interests.
Regulation A+(Reg A+)
Regulation A+ is an SEC exemption from full registration under the Securities Act of 1933 that allows smaller companies to conduct public offerings of up to $75 million in a 12-month period with reduced disclosure requirements compared to a traditional IPO.
Regulation ATS(ATS regulation)
Regulation ATS (Alternative Trading System) is a U.S. Securities and Exchange Commission framework, adopted in 1998, that establishes registration, operational, and transparency requirements for electronic trading platforms — such as dark pools and electronic communication networks — that match buyers and sellers of securities outside of national securities exchanges.
Regulation Best Interest(Reg BI)
Regulation Best Interest (Reg BI) is an SEC rule that requires broker-dealers to act in the best interest of their retail customers when making securities recommendations, going beyond the prior suitability standard.
Regulation CF Portal(funding portal)
A Regulation CF funding portal is an online intermediary registered with the SEC and a member of a national securities association (currently FINRA) that is exclusively authorized to facilitate securities offerings under Regulation Crowdfunding, connecting issuers seeking to raise up to $5 million with retail and accredited investors while operating under a specialized regulatory framework distinct from full broker-dealer registration.
Regulation D(Reg D)
Regulation D is an SEC safe harbor under the Securities Act of 1933 that allows companies to raise capital through private placements without registering the offering, provided the securities are sold exclusively to accredited investors or a limited number of sophisticated investors.
Regulation Fair Disclosure(Reg FD)
Regulation Fair Disclosure (Reg FD) is an SEC rule that prohibits public companies from selectively disclosing material non-public information to favored analysts or investors without simultaneously making that information available to the general public.
Regulation FD(Reg FD)
Regulation Fair Disclosure (Reg FD) is an SEC rule adopted in 2000 that prohibits public companies from selectively disclosing material nonpublic information to securities analysts or investors without simultaneously making the same disclosure available to the general public.
Regulation M(Reg M)
Regulation M is a set of SEC anti-manipulation rules that restrict the trading activity of underwriters, issuers, selling shareholders, and their affiliated purchasers during distributions of securities, designed to prevent stabilization of a security's price through manipulative buying during the offering period.
Regulation S (International Offerings)(Reg S)
SEC Regulation S provides a safe harbor from the registration requirements of the Securities Act of 1933 for offers and sales of securities made outside the United States to non-US persons, subject to conditions designed to prevent the securities from flowing back into the US market without registration.
Regulation S-K(Reg S-K)
Regulation S-K is the SEC's comprehensive set of disclosure rules governing the non-financial statement portions of registration statements, annual reports (Form 10-K), quarterly reports (Form 10-Q), and proxy statements — prescribing what narrative, operational, and business information public companies must disclose.
Regulation S-X(Reg S-X)
Regulation S-X is the SEC's primary regulation governing the form and content of financial statements required in registration statements, annual and quarterly reports, and proxy statements filed with the SEC by public companies, investment companies, and other registrants.
Regulation SCI(SCI regulation)
Regulation SCI (Systems Compliance and Integrity), adopted by the SEC in 2014, requires designated market participants — including national securities exchanges, registered clearing agencies, plan processors, and large alternative trading systems — to establish and maintain policies and procedures to ensure the robustness, resiliency, and security of their technology systems that support trading, clearance, settlement, and market data.
Regulation SHO(Reg SHO)
Regulation SHO is the SEC's primary regulatory framework governing short selling in equity securities, establishing uniform locate requirements to prevent naked short selling, delivery requirements to address failures-to-deliver, and threshold security rules that impose enhanced close-out obligations on broker-dealers when a stock accumulates persistent settlement failures.
Rule 10b-5(10b-5)
Rule 10b-5 is the SEC's primary anti-fraud rule under the Securities Exchange Act of 1934, prohibiting any person from making false statements, omitting material facts, or engaging in any scheme to defraud in connection with the purchase or sale of any security.
Rule 10b5-1 Plan(10b5-1 plan)
A Rule 10b5-1 plan is a pre-established trading plan that allows corporate insiders — executives, directors, and other affiliates — to buy or sell company stock on a predetermined schedule without violating insider trading prohibitions, because the trades are executed automatically under conditions set when the insider did not possess material nonpublic information.
Rule 144(Rule 144 resale)
Rule 144 is an SEC safe harbor rule that establishes the conditions under which holders of restricted securities or affiliates of a company may publicly resell their shares without registering the transaction with the SEC, providing a defined path for insiders and early investors to liquidate positions in the secondary market.
Rule 144A(144A)
Rule 144A is an SEC safe harbor that allows the resale of restricted securities to Qualified Institutional Buyers (QIBs) — large institutions investing at least $100 million in securities — without SEC registration, creating a highly liquid private market that operates alongside the public securities markets.
Rule 605 (Execution Quality)(Rule 605)
SEC Rule 605 requires market centers — including national securities exchanges, registered market makers, and electronic communication networks — to publish monthly standardized reports on the quality of order executions they provide, disclosing statistics on price improvement, fill rates, and execution speed that allow investors and broker-dealers to compare execution quality across venues.
Rule 606 (Order Routing)(Rule 606)
SEC Rule 606 requires broker-dealers to publicly disclose their order routing practices on a quarterly basis — and, for larger orders, upon customer request — so that retail and institutional investors can evaluate whether their orders are being routed to execution venues that provide genuine best execution rather than venues that pay the broker for order flow.
Sarbanes-Oxley Act(SOX)
The Sarbanes-Oxley Act of 2002 (SOX) is a landmark U.S. federal law that established sweeping corporate governance and financial disclosure reforms in the aftermath of major accounting scandals including Enron and WorldCom.
Say-on-Pay Vote(say on pay)
A Say-on-Pay Vote is a non-binding shareholder vote on a public company's executive compensation program, mandated annually for US public companies by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
Schedule 13G(Schedule 13G filing)
Schedule 13G is an abbreviated SEC ownership disclosure form available to investors who have crossed the 5% beneficial ownership threshold in a public company but hold the shares passively, without any intention to influence or control the issuer.
Schedule 14A (Proxy)(proxy statement)
Schedule 14A is the SEC disclosure form used by public companies to solicit shareholder proxies — authorizations allowing a designated agent to vote on behalf of the shareholder — in connection with annual or special meetings, disclosing the matters to be voted upon, executive compensation, director nominees, and other material information shareholders need to make informed voting decisions.
Scope 1/2/3 Emissions(greenhouse gas scopes)
Scope 1, 2, and 3 Emissions are a standardized classification framework developed by the Greenhouse Gas (GHG) Protocol for categorizing a company's carbon emissions by their source and proximity to the reporting entity.
SEC (Securities and Exchange Commission)(Securities and Exchange Commission)
The SEC is the primary federal agency responsible for enforcing securities laws, regulating markets, and protecting investors in the United States.
SEC Administrative Proceeding(SEC enforcement hearing)
An SEC administrative proceeding is an enforcement action brought by the Securities and Exchange Commission before an administrative law judge (ALJ) or directly before the Commission itself, rather than in federal district court, to adjudicate alleged violations of federal securities laws and impose remedies including disgorgement, civil monetary penalties, cease-and-desist orders, and industry bars.
SEC Enforcement Division(Division of Enforcement)
The SEC's Division of Enforcement is the primary unit within the Securities and Exchange Commission responsible for investigating potential violations of federal securities laws and recommending that the Commission bring civil enforcement actions in federal court or administrative proceedings against individuals and entities who have engaged in securities fraud, insider trading, market manipulation, disclosure violations, and other misconduct.
Section 16 (Insider Reporting)(Section 16 reporting)
Section 16 of the Securities Exchange Act of 1934 imposes disclosure obligations and short-swing profit recovery rules on corporate insiders — directors, officers, and shareholders owning more than 10% of a class of registered equity — to deter and expose insider trading.
SECURE Act 2.0(SECURE 2.0)
The SECURE Act 2.0 of 2022 is comprehensive federal legislation that expanded tax-advantaged retirement savings opportunities for American workers and retirees by increasing required minimum distribution ages, enhancing catch-up contributions, mandating automatic enrollment in workplace plans, and creating new savings mechanisms.
Securities Act of 1933(1933 Act)
The Securities Act of 1933 is the foundational federal statute governing the offer and sale of securities in the United States, requiring issuers to register new offerings with the SEC and provide investors with material disclosure through a prospectus.
Securities Exchange Act of 1934(Exchange Act)
The Securities Exchange Act of 1934 is the foundational federal statute that established the Securities and Exchange Commission (SEC) and created the regulatory framework governing secondary market trading of securities, broker-dealer conduct, and ongoing public company disclosure in the United States.
Securities Investor Protection Act(SIPA)
The Securities Investor Protection Act of 1970 created the Securities Investor Protection Corporation (SIPC), a non-profit membership organization that protects customers of failed broker-dealers by facilitating the return of missing cash and securities up to specified coverage limits.
SIPC Liquidation Process(SIPC)
The Securities Investor Protection Corporation (SIPC) administers a liquidation process under the Securities Investor Protection Act of 1970 (SIPA) that is triggered when a SIPC-member broker-dealer fails and customer accounts are at risk, providing for the orderly return of customer property and, where customer securities and cash cannot be recovered in full, advancing SIPC funds to cover shortfalls up to $500,000 per customer (including up to $250,000 for cash claims).
Sophisticated Investor
A Sophisticated Investor is a person who, even without meeting the strict financial thresholds of accredited investor status, possesses sufficient financial knowledge and experience to evaluate the merits and risks of a prospective investment, providing a partial basis for participation in certain private offerings under SEC rules.
Spoofing(layering)
Spoofing is a form of market manipulation in which a trader places large orders with no intention of executing them — solely to create a false impression of supply or demand that moves the market price — then cancels those orders and trades in the opposite direction to profit from the artificial price movement they created.
Suitability (FINRA Rule 2111)(FINRA Rule 2111)
FINRA Rule 2111 requires broker-dealers and their associated persons to have a reasonable basis to believe that a recommended securities transaction or investment strategy is suitable for the customer, based on information obtained through a reasonable diligence effort to understand the customer's investment profile.
Supermajority Voting(supermajority requirement)
Supermajority Voting is a charter or bylaw provision that requires more than a simple majority — typically 66.7% or 80% of outstanding shares — to approve certain significant corporate actions, making it harder to override the board or existing power structures.
Suspicious Activity Report(SAR)
A Suspicious Activity Report (SAR) is a confidential report that US financial institutions are required to file with the Financial Crimes Enforcement Network (FinCEN) when they detect a transaction or pattern of transactions that may involve money laundering, fraud, terrorist financing, or other financial crimes.
Tax Cuts and Jobs Act (2017)(TCJA)
The Tax Cuts and Jobs Act of 2017 (TCJA) was the most significant overhaul of the US federal tax code since 1986, permanently reducing the corporate income tax rate from 35% to 21%, substantially revising individual tax brackets and deductions, and moving the US toward a territorial international tax system.
Tender Offer Rules(Regulation 14D)
Tender offer rules under Sections 14(d) and 14(e) of the Securities Exchange Act of 1934 and SEC Regulations 14D and 14E govern the process by which an acquirer publicly offers to purchase shares directly from shareholders of a target company at a specified price, imposing disclosure, procedural, and substantive requirements designed to protect tendering shareholders and ensure fair treatment.
Transfer Agent(registrar and transfer agent)
A Transfer Agent is a company appointed by a corporation to maintain official records of share ownership, process transfers of registered securities, distribute dividends and proxies, manage stock splits and corporate actions, and serve as the direct link between the company and its registered shareholders.
Transfer Agent Rules(registered transfer agent)
Transfer agents are entities registered with the SEC under Section 17A of the Securities Exchange Act of 1934 that maintain official records of shareholder ownership, process transfers of securities between buyers and sellers, issue and cancel certificates, and perform dividend and corporate action processing — functions that are central to the integrity of U.S. securities markets.
Trust Indenture Act of 1939(TIA)
The Trust Indenture Act of 1939 is a federal statute requiring corporate debt securities offered publicly in the United States to be issued under a formal indenture agreement overseen by a qualified independent trustee, ensuring that bondholders have a protected representative to enforce their rights.
Whistleblower Program (SEC)(SEC whistleblower)
The SEC Whistleblower Program, established by the Dodd-Frank Act of 2010, rewards individuals who provide original, high-quality information about securities law violations with monetary awards ranging from 10% to 30% of sanctions collected when the SEC obtains more than $1 million in sanctions.