Regulation

Regulation AC — Analyst Certification SEC rule requiring sell-side analysts to certify that research reports reflect their genuine views and are independent of banking pressure.

Regulation ATS SEC framework establishing the rights, obligations, and safeguards for alternative trading systems, including dark pools and proprietary networks.

Regulation Best Interest Regulation Best Interest is an SEC rule requiring brokers to act in customers' best interest when providing investment advice, raising the standard above the historical suitability requirement.

Regulation Best Interest vs Fiduciary Standard Regulation Best Interest vs fiduciary standard: which standard applies to brokers versus advisers and practical differences in client protection.

Regulation Crowdfunding Regulation Crowdfunding is an SEC exemption allowing companies to raise up to $5 million per year from the general public through online platforms, without full securities registration.

Regulation Crowdfunding Bad Actor Disqualification Regulation Crowdfunding bad actor disqualification bars founders and issuers with criminal convictions, SEC orders, and regulatory sanctions from running Reg CF offerings.

Regulation Crowdfunding Investment Limits by Income and Net Worth Regulation Crowdfunding caps annual investments based on income and net worth, ranging from $2,300 to the full offering limit for qualified investors.

Regulation Crowdfunding: Investor Limits and Issuer Caps Regulation Crowdfunding sets annual investor contribution limits based on income and net worth, and caps total annual issuer raises at $5 million.

Regulation D Regulation D is the primary exemption from Securities Act registration for private offerings. It allows companies to raise capital from accredited and sophisticated investors without SEC approval.

Regulation D Private Placement Exemption How Regulation D lets companies raise capital from private investors without SEC registration, covering Rules 504, 506(b), and 506(c) and investor eligibility.

Regulation D Rule 504 vs Rule 506: Key Differences Compare Regulation D Rule 504 and Rule 506 private placement exemptions: dollar limits, investor types, and resale restrictions.

Regulation FD Regulation Fair Disclosure (Reg FD) is an SEC rule requiring companies to disclose material information to all investors simultaneously, rather than briefing select institutional investors first.

Regulation FD — Selective Disclosure The SEC rule that bars companies from tipping off favored analysts or investors with material nonpublic information before disclosing it to everyone.

Regulation FD and Selective Disclosure Rules Regulation FD prohibits public companies from selectively disclosing material nonpublic information to favored investors; it applies only to intentional disclosures.

Regulation M — Distribution Practices SEC rules prohibiting underwriters, issuers, and selling shareholders from bidding up or stabilizing security prices during distributions.

Regulation M: Trading Blackouts During Securities Distributions How Regulation M restricts underwriters and issuers from trading their own securities during public offerings to prevent price manipulation.

Regulation NMS The SEC rule that mandates best-execution routing and price protection across US equity markets.

Regulation S Regulation S is an SEC exemption allowing US companies to sell securities outside the United States without registering under US securities laws.

Regulation S Safe Harbor Conditions for Offshore Transactions Regulation S allows offshore resales of unregistered U.S. securities if the transaction is offshore and directed selling efforts target non-U.S. persons, exempt from Securities Act registration.

Regulation S-K Disclosure Requirements The SEC's integrated framework specifying narrative, management, and risk disclosures that public companies must include in registration statements, prospectuses, and annual filings.

Regulation S-P Customer Privacy Notice Requirements Broker-dealers and investment advisers must disclose privacy practices, collection, and use of customer information under SEC Regulation S-P, with initial and annual notices.

Regulation S-P: Broker-Dealer Customer Data Privacy Rules SEC's Regulation S-P requirements for broker-dealers and investment advisers to protect and limit sharing of nonpublic customer financial information.

Regulation S: The Offshore Securities Offering Exemption How US issuers can sell securities offshore without SEC registration using Regulation S, a critical exemption for international fundraising.

Regulation SHO Regulation SHO is an SEC rule governing short selling. It requires brokers to locate shares before allowing a short sale and imposes penalties for failed deliveries.

Regulation SHO and the Short-Sale Locate Requirement How SEC Regulation SHO requires brokers to locate shares and enforce close-out obligations before executing short sales, preventing naked shorting and market manipulation.

Regulation T: The 50% Initial Margin Requirement The Federal Reserve's Regulation T sets the initial margin requirement at 50% for securities purchases, and explains how it differs from FINRA maintenance margin.

Regulatory Examination Preparation for Financial Firms Practical steps financial firms take to prepare for scheduled regulatory examinations, including document gathering, mock reviews, and staff briefings.

Risk-Based Approach to AML How financial institutions allocate compliance resources and scrutiny proportionally to assessed money-laundering risk.

Rule 10b-18 Safe Harbor for Share Buybacks SEC rule providing safe harbor from market manipulation liability for open-market share repurchases that comply with price, timing, volume, and broker conditions.

Rule 10b-5 Rule 10b-5 is the SEC's primary anti-fraud rule for securities trading. It prohibits making untrue statements of material fact or omitting material facts in connection with the purchase or sale of securities.

Rule 10b-5 Elements of a Private Claim The six elements a plaintiff must prove — including scienter, reliance, and loss causation — to win a securities fraud suit.

Rule 10b-5 Enforcement SEC's foundational anti-fraud rule and its application to insider trading prosecutions and market manipulation.

Rule 10b5-1 Trading Plan A pre-arranged written schedule that allows executives to sell company shares on automatic intervals without risking insider-trading liability, provided they adopt the plan in good faith.

Rule 144 — Resale of Restricted Securities SEC rule governing holding periods, volume limits, and manner-of-sale requirements for insider and affiliate resales of restricted or control securities.

Rule 144 Holding Period for Restricted Securities Breakdown of Rule 144 holding periods for restricted securities: six-month and one-year requirements, tacking rules, and how they affect affiliate vs. non-affiliate holders.

Rule 144 Resale Restrictions on Control and Restricted Securities Rule 144 resale restrictions impose holding periods and volume limits on insiders and restricted-security holders. Learn the conditions for selling without registration.

Rule 144: Selling Restricted and Control Shares Rule 144 allows insiders and holders of restricted stock to resell without SEC registration after meeting holding periods, volume limits, and manner-of-sale rules. Details what must be satisfied.

Rule 144A Private Resales to Qualified Institutional Buyers Rule 144A allows private resale of unregistered securities to qualified institutional buyers without SEC registration, creating liquidity for private placements.

Rule 15c3-5: The Market Access Rule for Brokers Rule 15c3-5 requires brokers to implement pre-trade risk controls before granting customers direct access to markets. Learn what brokers must do and why.

Rule 506(b) vs 506(c): General Solicitation and Verification Rule 506(b) bans general solicitation; Rule 506(c) permits advertising but requires accredited investor verification. Learn the trade-offs.

Safe Harbor Rule Regulatory provisions that shield firms from liability when they follow specified procedures in good faith.

Sanctions Screening Process of checking customer identities against government-issued lists of sanctioned individuals and entities.

Sanctions Screening False Positive Management How financial firms manage high false-positive rates in OFAC and UN sanctions screening while maintaining compliance documentation.

Sarbanes-Oxley (International) U.S. corporate governance and financial reporting requirements applied to foreign issuers trading on American exchanges.

Sarbanes-Oxley Act The Sarbanes-Oxley Act of 2002 tightened corporate disclosure and executive accountability following the Enron and WorldCom scandals. It requires auditor independence, internal control testing, and executive certification.

Sarbanes-Oxley Act: Key Provisions for Public Companies Sarbanes-Oxley Act key provisions explained: CEO/CFO certifications, internal controls, auditor independence, and disclosure requirements for public companies.

SEC Chair Head of the Securities and Exchange Commission, appointed by the U.S. President with Senate confirmation.

SEC Enforcement The division of the U.S. Securities and Exchange Commission responsible for investigating and pursuing violations of federal securities laws.

SEC Net Capital Rule (Rule 15c3-1) for Broker-Dealers The SEC net capital rule requires broker-dealers to maintain minimum liquid capital cushions to ensure solvency and protect customer assets. A market-integrity safeguard that limits leverage and sets aside reserves.

SEC No-Action Letter Explained An SEC no-action letter is informal guidance that signals the regulator won't prosecute a specific activity, easing navigation of securities law grey areas.

SEC Registration Statement S-1 and Form 10 disclosures required for companies to list on exchanges or offer securities to the public.

SEC Regulation Crowdfunding: Investor and Issuer Limits Annual caps on investor contributions under Reg CF based on income and net worth, issuer offering ceilings, and disclosure requirements for small companies raising public capital.

SEC Regulation D: Private Placement Exemptions Explains Regulation D Rules 504, 506(b), and 506(c) that let companies raise capital without SEC registration, including accredited-investor requirements and filing obligations.

SEC Regulation S: Offshore Securities Sales Explained SEC Regulation S allows US companies to sell securities to non-US persons offshore without SEC registration, provided the sales follow category rules and resale restrictions.

SEC vs CFTC Jurisdiction Over Crypto Assets The SEC and CFTC divide oversight of crypto—securities fall under the SEC, commodities under the CFTC—but tokens straddle both, creating regulatory ambiguity and turf battles.

SEC Whistleblower Program Regulatory mechanism offering monetary bounties to individuals who report securities law violations.

Section 11 vs Section 12 Securities Act Liability Comparison of Section 11 and Section 12 civil liability under the 1933 Securities Act: who can be sued, what conduct triggers liability, and reliance requirements.

Section 12 — Seller Liability and Rescission The remedy that lets buyers unwind securities purchases when companies break registration rules or commit prospectus fraud.

Section 12(g) Registration Threshold Explained Section 12(g) triggers mandatory SEC registration for companies exceeding shareholder or asset thresholds, with exemptions for banks and emerging-growth companies under the JOBS Act.

Section 13(d) Section 13(d) requires investors to disclose when they acquire 5% or more of a company's stock. The disclosure triggers a 13D filing with the SEC and can trigger a takeover defense.