Federal Securities Act of 1933

CHAPTER 1 INTRODUCTION TO THE SECURITIES ACT OF 1933 AND
TO THE SECURITIES AND EXCHANGE COMMISSION


§ 1.01 Pre-1933 Legislation and Background

§ 1.02 The Securities Act of 1933—Objectives and Scope

§ 1.03 The Securities and Exchange Commission

§ 1.04 The Securities and Exchange Commission and the Securities Act of
1933 Today


CHAPTER 2 APPLICABILITY OF THE ACT: “SECURITY” AND
“SALE”


§ 2.01 The Meaning of “Security”—Section 2(1)

§ 2.02 The Meaning of “Sale”—Section 2(3)


CHAPTER 3 EXEMPTED SECURITIES UNDER SECTIONS 3(a)(2)
THROUGH 3(a)(8) OF THE SECURITIES ACT



§ 3.01 Introduction
§ 3.02 Availability of Exemption; Burden of Proof

§ 3.03 Securities of Governments, Banks, and Employee Benefit Plans—
Section 3(a)(2)

§ 3.04 Short-Term Commercial Paper—Section 3(a)(3)

§ 3.05 Securities of Charitable Organizations—Section 3(a)(4)

§ 3.06 Securities of Savings and Loan Associations and Similar
Institutions—Section 3(a)(5)

§ 3.07 Securities of Railroad (Common Carrier) Equipment Trusts—
Section 3(a)(6)

§ 3.08 Certificates of Receivers and Trustees—Section 3(a)(7)

§ 3.09 Insurance Policies and Annuity Contracts—Section 3(a)(8)

§ 3.10 Voluntary Exchanges Between Issuer and Security Holders—
Section 3(a)(9)

§ 3.11 Securities Issued in Judicially or Administratively Approved
Exchanges—Section 3(a)(10)

§ 3.12 Intrastate Offerings—3(a)(11)

§ 3.13 Securities Issued in Connection with Certain Bank Holding
Company Acquisitions—Section 3(a)(12)

§ 3.14 Securities Issued by Church Plans, Companies or Accounts that are
Excluded from the Definition of an Investment Company

§ 3.15 Securities Futures Products and Standardized Options

§ 3.16 Section 3(b) General Exemption Authority


CHAPTER 4 EXEMPT SECURITIES UNDER SECTIONS 3(a)(9)
THROUGH 3(a)(11) AND SECTION 4 OF THE SECURITIES
ACT


§ 4.01 Introduction

§ 4.02 Transactions by Persons Other Than Issuers, Underwriters, or
Dealers—Section 4(1)

§ 4.03 The Private Offering Exemption—Section 4(2)

§ 4.04 Regulation D

§ 4.05 Private Sales by Non-Issuers: The “Section 4 (1 1/2)” Exemption
and Rule 144A

§ 4.06 The Dealer’s Exemption—Section 4(3)

§ 4.07 The Exemption for Brokers’ Transactions—Section 4(4)

§ 4.08 The Exemption for Promissory Notes Secured by Certain Real
Estate—Section 4(5)

§ 4.09 The Exemption for Offers or Sales to Accredited Investors—
Section 4(6)

§ 4.10 Regulation S: Offers and Sales Made Outside the United States


CHAPTER 5 SMALL ISSUE EXEMPTIONS UNDER SECTIONS 3(b) AND
3(c) OF THE SECURITIES ACT


§ 5.01 Small Issues under the Securities Act—Generally

§ 5.02 Regulation A Offerings

§ 5.03 Regulation A Filings

§ 5.04 Other Section 3(b) Offering Exemptions

§ 5.05 Regulation E—Small Business Investment Companies

§ 5.06 Regulation CE—Coordinated Exemption for Certain Issues of
Securities Exempt under State Law


CHAPTER 6 RESTRICTED AND CONTROL SECURITIES UNDER THE
FEDERAL SECURITIES LAWS


§ 6.01 Introduction

§ 6.02 Why it Matters that Securities are Restricted or Control Securities:
Limitations on Disposition

§ 6.03 Definition of Restricted Securities

§ 6.04 Definition of Control Securities

§ 6.05 Public Resales of Restricted and Control Securities under Rule 144

§ 6.06 Public Resales of Restricted and Control Securities Outside Rule
144

§ 6.07 Private Resales of Restricted and Control Securities to Qualified
Institutional Buyers under Rule 144A

§ 6.08 Private Resales of Restricted and Control Securities Outside Rule
144A

§ 6.09 Resales Overseas


CHAPTER 7 REGISTRATION FORMS


§ 7.01 Introduction

§ 7.02 Preparation of the Registration Statement

§ 7.03 Form S-1 - Registration of Securities of Issuers for Whom No
Other Form is Authorized

§ 7.04 Registration of Securities of Reporting Issuers—Forms S-2 and
S-3

§ 7.05 Registration of Securities of Small Business Issuers—Forms SB-2
and SB-1

§ 7.06 Registration of Certain Business Combinations

§ 7.07 Foreign Registration Form