Quick Answer
SIE offering rules include the Securities Act of 1933's registration and exemption framework, key SEC offering rules like Regulation D and Regulation A, the Securities Exchange Act of 1934's ongoing disclosure requirements, and the MSRB's municipal offering and CUSIP rules for identifying securities.
With all the offering types, documents, and exemptions covered, here is a consolidated reference table of the key laws and exemptions you should know for the SIE exam.
Securities Act of 1933
| Topic | Substance |
|---|---|
| Registration statement | Must include the required disclosures (issuer description, financials, use of proceeds, management) |
| Effective date | Registration becomes effective when the SEC declares it so (typically 20 days after filing, subject to SEC review) |
| Prospectus | Must include the material information investors need to evaluate the offering |
| Exempt securities | Government, municipal, and bank securities are exempt from federal registration |
| Exempt transactions | Private placements and certain secondary-market trades are exempt from federal registration |
Exam Tip: Gotchas
- SEC declares registration "effective"; it never "approves" securities
- Exempt from registration does NOT mean exempt from anti-fraud rules
SEC Offering Rules
| Topic | Substance |
|---|---|
| Accredited investor | Income, net-worth, and professional-certification thresholds that qualify an investor for private placements |
| Shelf registration | Lets eligible issuers register securities once and sell them in portions over up to 3 years |
| Mutual-fund summary prospectus | Condensed disclosure document; investors can always request the full prospectus |
| Regulation D (small offering) | Up to $10 million raised in 12 months; no limit on the number of investors |
| Regulation D (unlimited, no general solicitation) | Unlimited raise; up to 35 non-accredited investors; no general solicitation |
| Regulation D (unlimited, accredited only) | Unlimited raise; accredited investors only; general solicitation permitted with verification |
| Restricted/control stock resale | Sets holding periods (6 months for reporting issuers, 12 months for non-reporting) and volume limits before restricted or affiliate-held stock can be resold publicly |
| Qualified-institutional-buyer (QIB) resale | Allows resale of restricted securities to QIBs ($100M+ in invested assets) without holding-period limits |
| Reorganization securities | Treats securities issued in mergers, consolidations, and asset transfers as a sale requiring registration unless exempt |
| Intrastate offering | Exempts offerings made entirely within one state where the issuer does business |
| Free-writing prospectus | Lets issuers and underwriters use written sales material after a registration is filed, subject to delivery and filing conditions |
| Regulation A / A+ | Small-company offerings (Tier 1: up to $20M, Tier 2: up to $75M) |
Exam Tip: Gotchas
- Restricted-stock holding periods: 6 months (reporting issuer) vs. 12 months (non-reporting issuer)
- No general solicitation under the 35-non-accredited path; solicitation allowed under the accredited-only path with verification
- Shelf registration window is up to 3 years
Securities Exchange Act of 1934
| Topic | Substance |
|---|---|
| Exchange-listed securities registration | Securities listed on a national exchange must be registered with the SEC and provide ongoing disclosures |
Municipal Securities Rulemaking Board (MSRB) Requirements
- Primary offering practices: priority of orders, allocation rules, and syndicate procedures for new municipal securities issues
- Disclosures in primary offerings: requires delivery of the official statement to purchasers
- CUSIP numbers and new-issue requirements: every new municipal issue must have a CUSIP number assigned
The Big Picture
Here is how all the pieces connect:
Issuer needs capital → selects investment banker → forms syndicate → decides on offering type (IPO, follow-on, secondary, private) → chooses underwriting commitment (firm, best efforts) → files with SEC (or claims exemption) → delivers disclosure documents → securities are sold
Exam Tip: Gotchas
- Firm commitment = principal; best efforts = agent
- Secondary offering proceeds go to sellers, not the issuer
What Should You Check on Exam Day?
- Can you explain the difference between how firm commitment and best efforts underwriting are treated?
- Do you know the maximum raise and investor limits for each Regulation D safe harbor?
- Can you state the two Regulation A tiers and their dollar limits?
- Do you know the holding periods for restricted stock resale under reporting versus non-reporting issuers?
- Can you explain why a secondary offering's proceeds go to sellers, not the issuer?