persons except in compliance with the registration requirements of the 1933 Act
and applicable state securities laws or pursuant to an exemption therefrom.
The company said none of the securities issued have been registered under the United States Securities Act of 1933, as amended (the "1933 Act
") and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act
10) Predominately, those blue sky regimes were based on a qualification theory, not the disclosure theory that was at the heart of the 1933 Act
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The SEC adopted Regulation S to provide a "safe harbor" exemption from registration under the 1933 act
for offerings and sales of securities occurring outside the United States.
The 1933 Act
prohibited any offering or public sale of a security unless it was registered with the SEC or satisfied one of the statutory exemptions to the registration requirements.
3) Section 15 of the 1933 Act
and section 20(a) of the 1934 Act establish controlling person liability, a mechanism for establishing secondary liability against corporate directors and officers for securities fraud committed by their subordinates.
That section states that the Commission [SEC] shall treat as an exempt security under Section 3(a)(8) of the 1933 act
"any insurance or endowment policy or annuity contract or optional annuity contract" that isn't a variable contract and that, if issued on or after June 16, 2013, is issued by an insurer that has adopted suitability rules at least as stringent at the NAIC Suitability in Annuity Transaction Model Reg #275 of 2010 and any successor thereto.
And finally, going public brings a significant risk of potential personal liability, as those who sign an IPO company's Registration Statement can face liability under Section 11 of the 1933 Act
if something goes wrong with the IPO and stockholders sue, or liability under Section 10(b) of the 1933 Act
, if the company later misses a quarter, its stock drops precipitously, and stockholders sue.
Sam Masucci, who was recently appointed chief executive of the firm, said that GENCAP was very pleased to have acquired the 1933 Act
ETF funds run by Factor Advisors.
In the 1933 Act
, the Bank's overall purpose was stated broadly: