Key Rules Summary
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
| Section/Schedule | Subject |
|---|---|
| Section 7, Schedules A & B | Registration statement content requirements |
| Section 8 | Effective date of registration |
| Section 10 | Prospectus requirements |
| Section 3 | Exempt securities (government, municipal, bank securities, etc.) |
| Section 4 | Exempt transactions (private placements, secondary market trades) |
Exam Tip: Gotchas
- SEC declares registration "effective"; it never "approves" securities
- Exempt from registration does NOT mean exempt from anti-fraud rules
SEC Rules
| Rule | Subject |
|---|---|
| Rule 215 | Accredited investor definition |
| Rule 415 | Shelf registration (delayed/continuous offerings, up to 3 years) |
| Rule 431 | Summary prospectuses for mutual funds |
| Rule 504 | Regulation D - offerings up to $10 million |
| Rule 506(b) | Regulation D - unlimited amount, up to 35 non-accredited, no general solicitation |
| Rule 506(c) | Regulation D - unlimited amount, accredited only, general solicitation permitted |
| Rule 144 | Resale of restricted/control securities (6/12-month holding periods) |
| Rule 144A | Institutional resale to Qualified Institutional Buyers (QIBs, $100M+) |
| Rule 145 | Securities issued in corporate reorganizations |
| Rule 147 / 147A | Intrastate offering exemption |
| Rule 164 | Post-filing free writing prospectuses |
| Regulation A/A+ | Small company offerings (Tier 1: $20M, Tier 2: $75M) |
Exam Tip: Gotchas
- Rule 144 holding periods: 6 months (reporting) vs. 12 months (non-reporting)
- Rule 506(b) = no solicitation; Rule 506(c) = solicitation allowed (accredited only)
- Shelf registration = up to 3 years under Rule 415
Securities Exchange Act of 1934
| Section | Subject |
|---|---|
| Section 12 | Registration of securities on exchanges |
Municipal Securities Rulemaking Board (MSRB) Rules
| Rule | Subject |
|---|---|
| Rule G-11 | Primary offering practices (municipal securities) |
| Rule G-32 | Disclosures in primary offerings (official statement delivery) |
| Rule G-34 | CUSIP numbers and new issue requirements |
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