With all the offering types, documents, and exemptions covered, here is a consolidated reference table of every rule and law number you should know for the SIE exam.
Securities Act of 1933
| Topic | Substance |
|---|---|
| Registration statement | Must include the disclosures listed in Schedules A and B (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 private offering) | Up to $10 million raised in 12 months; limited 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