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Qualified Institutional Buyer
A qualified institutional buyer (QIB), in United States law and finance, is a purchaser of securities that is deemed financially sophisticated and is legally recognized by securities market regulators to need less protection from issuers than most public investors. Typically, the qualifications for this designation are based on an investor's total assets under management and specific legal conditions in the country where the fund is located. Rule 144A requires an institution to manage at least $100 million in securities from issuers not affiliated with the institution to be considered a QIB. If the institution is a bank or savings and loans thrift they must have a net worth of at least $25 million. If the institution is a registered dealer acting for its own account it must in the aggregate own and invest on a discretionary basis at least $10 million of securities of issuers not affiliated with the dealer. Certain private placements of stocks and bonds are made available only to qu ...
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Securities
A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than Equity (finance), equity and fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., Warrant (finance), equity warrants. Securities may be represented by a certificate or, more typically, they may be "non-certificated", that is in electronic (Dematerialization (securities), dematerialized) or "book entry only" form. Certificates may be ''bearer'', meaning they entitle the holder to rights under the security merely by holding the security, or ''registered'', meaning t ...
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Assets Under Management
In finance, assets under management (AUM), sometimes called fund under management, refers to the total market value of all financial assets that a financial institution—such as a mutual fund, venture capital firm, or depository institution—or a decentralized network protocol manages and invests, typically on behalf of its clients. Funds may be managed for clients, platform users, or solely for themselves, such as in the case of a financial institution which has mutual funds or holds its own venture capital. The definition and formula for calculating AUM may differ from one entity to another. Overview Assets under management is a popular metric used within the traditional investment industry as well as for , such as cryptocurrency, to measure the size and success of an investment management entity. AUM represents the market value of all of the securities that a financial entity owns and manages, or simply manages. The AUM of an entity is often compared with historical d ...
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Rule 144A
Rule 144A. Securities Act of 1933, as amended (the "Securities Act") provides a safe harbor from the registration requirements of the Securities Act of 1933 for certain private resales of minimum $500,000 units of restricted securities to qualified institutional buyers (QIBs), which generally are large institutional investors that own at least $100 million in investable assets. When a broker or dealer is selling securities in reliance on Rule 144A, it may make offers to non-QIBs through general solicitations following an amendment to the Rule in 2012. Since its adoption, Rule 144A has greatly increased the liquidity of the securities affected. This is because the institutions can now trade these formerly restricted securities amongst themselves, thereby eliminating the restrictions that are imposed to protect the public. Rule 144A was implemented to induce foreign companies to sell securities in the US capital markets. For firms registered with the SEC or a foreign company provi ...
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Private Placement
Private placement (or non-public offering) is a funding round of securities which are sold not through a public offering, but rather through a private offering, mostly to a small number of chosen investors. Generally, these investors include friends and family, accredited investors, and institutional investors. Placement agents help find investors. PIPE (Private Investment in Public Equity) deals are one type of private placement. SEDA (Standby Equity Distribution Agreement) is also a form of private placement. They are considered to present lower transaction costs for the issuer than public offerings. Since private placements are not offered to the general public, they are prospectus exempt. Instead, they are issued through Offering Memorandum. Private placements come with a great deal of administration and have normally been sold through financial institutions such as investment banks. New FinTech companies now offer an automated, online process making it easier to reach po ...
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Stock
Stocks (also capital stock, or sometimes interchangeably, shares) consist of all the Share (finance), shares by which ownership of a corporation or company is divided. A single share of the stock means fractional ownership of the corporation in proportion to the total number of shares. This typically entitles the shareholder (stockholder) to that fraction of the company's earnings, proceeds from liquidation of assets (after discharge of all Seniority (financial), senior claims such as secured and unsecured debt), or Voting interest, voting power, often dividing these up in proportion to the number of like shares each stockholder owns. Not all stock is necessarily equal, as certain classes of stock may be issued, for example, without voting rights, with enhanced voting rights, or with a certain priority to receive profits or liquidation proceeds before or after other classes of Shareholder, shareholders. Stock can be bought and sold over-the-counter (finance), privately or on ...
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Bond (finance)
In finance, a bond is a type of Security (finance), security under which the issuer (debtor) owes the holder (creditor) a debt, and is obliged – depending on the terms – to provide cash flow to the creditor (e.g. repay the principal (i.e. amount borrowed) of the bond at the Maturity (finance), maturity date and interest (called the coupon (bond), coupon) over a specified amount of time.) The timing and the amount of cash flow provided varies, depending on the economic value that is emphasized upon, thus giving rise to different types of bonds. The interest is usually payable at fixed intervals: semiannual, annual, and less often at other periods. Thus, a bond is a form of loan or IOU. Bonds provide the borrower with external funds to finance long-term investments or, in the case of government bonds, to finance current expenditure. Bonds and Share capital, stocks are both Security (finance), securities, but the major difference between the two is that (capital) stockholders h ...
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Investment Company Act Of 1940
The Investment Company Act of 1940 (commonly referred to as the '40 Act) is an act of Congress which regulates investment funds. It was passed as a United States Act of Congress, Public Law () on August 22, 1940, and is codified at . Along with the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and extensive rules issued by the U.S. Securities and Exchange Commission; it is central to financial regulation in the United States. It has been updated by the Dodd-Frank Act of 2010. It is the primary source of regulation for mutual funds and closed-end funds, now a multi-trillion dollar investment industry. The 1940 Act also impacts the operations of hedge funds, private equity funds and even holding companies. History Following the founding of the mutual fund in 1924, investors invested in this new investment vehicle heavily. Five and a half years later, the Wall Street crash of 1929 occurred in the stock market, followed shortly thereafter by the United States en ...
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Small Business Investment Act Of 1958
The United States Small Business Administration (SBA) is an independent agency of the United States government that provides support to entrepreneurs and small businesses. The mission of the Small Business Administration is "to maintain and strengthen the nation's economy by enabling the establishment and viability of small businesses and by assisting in the economic recovery of communities after disasters." The agency's activities have been summarized as the "3 Cs" of capital, contracts and counseling. SBA loans are made through banks, credit unions and other lenders who partner with the SBA. The SBA provides a government-backed guarantee on part of the loan. Under the Recovery Act and the Small Business Jobs Act, SBA loans were enhanced to provide up to a 90 percent guarantee in order to strengthen access to capital for small businesses after credit froze in 2008. The agency had record lending volumes in late 2010. SBA helps lead the federal government's efforts to deliver ...
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Employee Retirement Income Security Act Of 1974
The Employee Retirement Income Security Act of 1974 (ERISA) (, codified in part at ) is a federal law, U.S. federal United States tax law, tax and United States labor law, labor law that establishes minimum standards for Retirement plans in the United States, pension plans in private industry. It contains rules on the Income tax in the United States, federal income tax effects of transactions associated with employee benefit plans. ERISA was enacted to protect the interests of employee benefit plan participants and their beneficiaries by: * Requiring the disclosure of financial and other information concerning the plan to beneficiaries; * Establishing standards of conduct for plan Fiduciary, fiduciaries; * Providing for appropriate remedies and access to the United States federal courts, federal courts. ERISA is sometimes used to refer to the full body of laws that regulate employee benefit plans, which are mainly in the Internal Revenue Code and ERISA itself. Responsibility ...
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Investment Advisers Act Of 1940
The Investment Advisers Act of 1940, codified at through , is a United States federal law that was created to monitor and regulate the activities of investment advisers (also spelled "advisors") as defined by the law. Passing unanimously in both the House and Senate, it is the primary source of regulation of investment advisers and is administered by the U.S. Securities and Exchange Commission. Overview The law provides in part: Contents *Section 201 Findings *Section 202(a) Definitions *Section 202(b) Governments Excepted *Section 203 Registration of Investment Advisers *Section 203A State and Federal Responsibilities *Section 204 Annual and Other Reports *Section 204A Prevention of Misuse of Nonpublic Information *Section 205 Investment Advisory Contracts *Section 206 Prohibited Transactions by Investment Advisers *Section 206A Exemptions *Section 207 Material Misstatements *Section 208 General Prohibitions *Section 209 Enforcement of Title *Section 210 Publicity *Rules, Reg ...
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Accredited Investor
An accredited or sophisticated investor is an investor with a special status under financial regulation laws. The definition of an accredited investor (if any), and the consequences of being classified as such, vary between countries. Generally, accredited investors include high-net-worth individuals, banks, financial institutions, and other large corporations, who have access to complex and higher-risk investments such as venture capital, hedge funds, and angel investments. Laws may require that some types of financial offerings may only be made to accredited investors. Criteria for accreditation Australia s 708(8) of the Corporations Act 2001 is found in Chapter 6D (Fundraising). It defines "sophisticated investor" so as to exclude them from certain disclosure requirements. That section provides for an accountant to issue a certificate stating that an individual meets the criteria prescribed in the ''Corporations Regulations 2001'', namely net assets of at least $2.5 ...
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