Stock Buybacks. SEC Hot Topics Institute November 28, Robert L. Kimball, Vinson & Elkins L.L.P. Janet Wright, Dell Inc.

Size: px
Start display at page:

Download "Stock Buybacks. SEC Hot Topics Institute November 28, 2012. Robert L. Kimball, Vinson & Elkins L.L.P. Janet Wright, Dell Inc."

Transcription

1 Stock Buybacks SEC Hot Topics Institute November 28, 2012 Robert L. Kimball, Vinson & Elkins L.L.P. Janet Wright, Dell Inc.

2 These materials are intended for educational and informational purposes only and do not constitute legal advice. These materials represent the views of and summaries by the authors and do not necessarily reflect the opinions or views of their employers.

3 Agenda Reasons for buybacks Corporate considerations Basic buyback programs Special buyback programs SEC regulation of buybacks Checklist 3

4 Reasons for Buybacks

5 Reasons for Buybacks To use for employee benefit plans (offset dilution) To use for future acquisitions (offset dilution) To provide cash to investors For example, after an asset sale or spinoff To take advantage of stock undervaluation for the benefit of other stockholders To increase debt/equity ratio Debt-financed share buyback program may lower a company s weighted cost of capital (low-cost debt replaces high-cost equity) To address activist demands 5

6 Corporate Considerations

7 Corporate Power Delaware Section 160 of the Delaware General Corporation Law permits a corporation to repurchase shares of its outstanding stock so long as the corporation s capital is not impaired and the purchase will not cause an impairment of capital. A repurchase impairs capital if the funds used exceed the corporation s surplus, which is the excess of net assets over the par value of the issued stock. A decision to purchase a company s own stock is within the discretion of its board of directors. Resolutions define parameters of buybacks and scope of delegated authority to implement the program. 7

8 Basic Buyback Programs

9 Basic Buyback Programs Open Market Purchases A company repurchases its shares through open market repurchase transactions. Most widely used technique Great degree of flexibility Typically, the least expensive way to buy back shares Might include 10b5-1 plan to continue purchases when trading window is otherwise closed 9

10 Basic Buyback Programs Private Transactions A company repurchases its shares through one or more privately negotiated transactions. In the 1980s, a number of companies engaged in private repurchase transactions to fend off unwanted overtures ( greenmail ). The company often has to pay a premium. 10

11 Basic Buyback Programs Dutch Auction A company defines the number of shares it intends to buy, an expiration date, and a price range that it is willing to pay (generally, there is a premium). Stockholders may tender stock at any price in the range. Starting at the bottom of the range, the company adds up the cumulative number of shares necessary to fulfill the program. All tendering stockholders at or below the clearing price receive the clearing price for their stock. 11

12 Basic Buyback Programs Fixed Price Tender Offer A company offers to repurchase a set number of shares at a fixed price (generally, there is a premium) through an expiration date. Stockholders elect whether to tender their shares. Usually the tender offer is for a substantial percentage of shares outstanding. 12

13 Special Buyback Programs

14 Odd-Lot Buybacks Odd-lot buybacks target stockholders who own fewer than 100 shares of stock. Reduces expenses of dealing with small stockholders, which often were created by mergers or reverse stock splits. Boosts the price-to-earnings ratio by reducing outstanding shares without the negative perceptions created when large stockholders sell. Typically provides market pricing with no brokerage commissions. Instead of issuer buying the shares, might arrange with a brokerage firm to buy and aggregate shares, then resell in round lots. Modest brokerage fees, which company might pay. 14

15 Accelerated Share Repurchase Programs Accelerated share repurchase programs ( ASRs ) are usually accomplished by a company purchasing shares of its stock from an investment bank. The investment bank borrows the shares from clients or share lenders and requires the company to enter into contract to protect the bank s short position. The shares are returned to the client through purchases in the open market, often purchased over a period that can range from one day to several months. If share prices increase, the company will owe the investment bank money. If share prices decrease, the company will be owed money. The company can settle the forward contract with the investment bank with either cash or shares. 15

16 Benefits of ASRs Can buy shares back at a faster pace and reduce the amount of shares outstanding right away. Traditional buybacks on the open market can take weeks or months. May allow the company to transfer some or all of the market risk of the stock buyback to the investment bank (usually in return for a premium), depending on how forward contract or other derivatives are structured. Recognize accretive earnings per share benefits immediately (because of the reduction in outstanding shares), while gains or losses on the forward contract bypass income (see slide on ASR accounting considerations). 16

17 Structured ASRs Most ASRs use the average price of the applicable stock to determine the final settlement of the upfront share purchase. Highly structured variants may provide for flexible pricing periods discounted average pricing favorable to the company, or embedded caps or collars. These limit the range of the average settlement price. 17

18 ASRs Accounting Considerations (Balance Sheet) ASRs are accounted as two separate transactions under EITF Issue 99-7: First, the share purchase is treated as a treasury stock acquisition. This results in immediate EPS accretion. Second, the share price protection is accounted as a forward sale contract. Because the derivative is tied to the company s stock, the company has the option to settle by issuing shares, and the fair value of the forward contract at inception is zero, the company is not required to mark the recorded value of the derivative to its fair value over the duration of the derivative (EITF Issue 00-19). Any amount paid or received at the time of the final settlement is recorded as an adjustment to stockholders equity. As a consequence, during the term of the forward sale agreement, the balance sheet does not reflect the potential ASR asset or liability before settlement. Diluted EPS must include the effects of settlement of the forward contract (if dilutive) 18

19 ASRs Accounting Considerations (Income Statement) Gains and losses resulting from transactions that may be settled with a choice of cash or the company s own equity shares are not reflected in earnings under current accounting standards. Gains and losses at settlement of the forward sale agreement are recorded as adjustments to equity and thus bypass income completely. 19

20 FASB and IASB Currently Studying ASR Framework The accounting treatment for ASRs is the subject of an ongoing Financial Accounting Standards Board and International Accounting Standards Board project (since 2007) to develop a framework for reporting for these instruments. The likely result, if adopted, is that a liability (asset) should be recorded when the ASR forward contract is initiated and then measured at fair value with unrealized gains and losses recognized at each reporting date. 20

21 SEC Regulation of Buybacks

22 SEC Regulation of Buybacks Exchange Act Section 9 and Regulation M prohibit the manipulation of stock prices and specific acts during a distribution. Section 10(b) and Rule 10b-5 prohibit fraud or manipulation in connection with purchases. Rule 10b5-1 plans may create an affirmative defense for some purchases. For open market buybacks, Rule 10b-18 of the Exchange Act provides a non-exclusive safe harbor for manipulation claims based on the timing, price or amount of the purchases or the number of brokers or dealers used in effecting buybacks. Not applicable to ASRs (not open market buybacks). Tender offer and going-private rules may apply. 22

23 Rule 10b-5 Material Nonpublic Information In general, issuers may not buy back stock while in the possession of material nonpublic information. Disclose or abstain rule: Refrain from buybacks (even those that comply with Rule 10b-18) when the company possesses material nonpublic information, including financial results, significant acquisition negotiations or other significant business developments. It is usually advisable for company to avoid purchasing stock when an insider is selling stock, and for insiders to avoid selling their stock when the issuer is purchasing its own stock. Insiders should also avoid front running company purchases. Company can create an affirmative defense to insider trading liability by implementing a plan or agreement (compliant with Rule 10b5-1) to continue buybacks when trading would otherwise be shut down. 23

24 Rule 10b-18 in General Issuer buyback transactions that comply with the provisions of Rule 10b-18 will not be considered manipulative for purposes of Sections 9(a)(2) or 10(b) or Rule 10b-5 solely by reason of the time, price or amount of such purposes or the number of brokers or dealers used to effect such buybacks. Failure to comply with Rule 10b-18 does not create any presumption that the buyback was manipulative. Nevertheless, there are no established guidelines for market buybacks outside of the Rule 10b-18 parameters. Compliance with Rule 10b-18 is determined on a daily basis. Failure to meet any portion of Rule 10b-18 on a day will deprive the issuer of the protections of the safe harbor for all buybacks made that day. 24

25 Rule 10b-18 Condition #1 (Number of Brokers/Dealers) Buybacks must be made through only one broker or dealer on any single day.. A different broker or dealer may be used during any after-hours session. 25

26 Rule 10b-18 Condition #2 (Timing) Buybacks cannot constitute the opening purchases of the day. Buybacks cannot be made during the 10 minutes (if the issuer s securities have an average daily trading volume of $1 million or more and a public float value of $150 million or more) or 30 minutes before the scheduled close of trading on the principal market for the stock (e.g., NYSE, NASDAQ) or the market where the buyback is effected. After-hours trading is permissible so long as (a) the buybacks are made at prices that do not exceed the lower of (i) the closing price of the primary trading session on the principal market for the issuer s stock and (ii) any lower bids or sale prices subsequently reported in the consolidated system and (b) the buyback is not the opening purchase of the after-hours session. 26

27 Rule 10b-18 Exception to Condition #2 (Timing) In case of a market-wide trading suspension, Condition #2 may be disregarded with respect to purchases effected 1. from the reopening of trading until the scheduled close of trading on the day that the market-wide trading suspension is imposed; or 2. if a market-wide trading suspension was in effect at the closing of trading on the preceding day, at the opening of trading on the next trading day until the scheduled closing of trading that day. 27

28 Rule 10b-18 Condition #3 (Price) The price may not exceed the highest independent bid or the last independent transaction price for the stock, whichever is higher, on the principal market for the stock. 28

29 Rule 10b-18 Condition #4 (Volume) Daily purchases may not exceed 25% of the average daily trading volume for the 4 calendar weeks preceding the week of the trade. 29

30 Rule 10b-18 Exception to Condition #4 (Volume) Exception to the volume restriction: one block purchase is allowed one day each week if (a) no other Rule 10b-18 purchases are made on that day and (b) the block purchase is not included when calculating the stock s 4 week average daily trading volume for purposes of Condition #4. A block is a quantity of stock that 1. Has a purchase price of $200,000 or more; or 2. Is at least 5,000 shares and has a purchase price of at least $50,000; or 3. Is at least 20 round lots and totals (a) 150% or more of the trading volume for the stock or (b) if the trading volume is unavailable, totals at least 0.001% of the outstanding shares of stock, excluding shares owned by any affiliate. A block does not include Any amount a broker or dealer, acting as a principal, has accumulated for the purpose of sale or resale to the issuer if the issuer knows or has reason to know that such amount was accumulated for such purpose. Any amount a broker or dealer has sold short to the issuer if the issuer knows or has reason to know that the sale was a short sale. 30

31 Proposed Amendments to Rule 10b-18 On January 26, 2010, the SEC proposed amendments to Rule 10b-18 intended to clarify and modernize the safe harbor provisions of the Rule. The proposed amendments would, among other things: Allow repurchases at volume-weighted average price per share (which currently run the risk of not meeting the price condition (#3) discussed above) Ease price condition (#3) so that if a repurchase is made at a price too high due to fast-moving price quotations, other repurchases on that day will not disqualified from using the safe harbor Not clear whether the proposed amendments will be adopted. SEC also asked for comment on whether ASRs raise manipulation concerns and what types of limitations should apply. Note: ASRs are not eligible for the Rule 10b-18 safe harbor, although issuers/banks often apply many of the 10b-18 standards to the bank. 31

32 Regulation M Regulation M prohibits issuers and affiliated purchasers from purchasing stock during the restricted period near and during a distribution. Distribution means an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods (e.g., an underwritten or Rule 144A offering). Restricted period means: For any security with an average daily trading volume value of $100,000 or more of an issuer whose common equity securities have a public float value of $25 million or more, the period beginning on the later of 1 business day prior to the determination of the offering price or such time that a person becomes a distribution participant (an underwriter, prospective underwriter, broker, dealer or other person who has agreed to participate or is participating in a distribution), and ending upon such person s completion of participation in the distribution; and For all other securities, the period beginning on the later of five business days prior to the determination of the offering price or such time that a person becomes a distribution participant, and ending upon such person s completion of participation in the distribution. Regulation M permits an issuer to engage, during the restricted period, in transactions in odd-lots or to offset odd-lots in connection with an odd-lot tender offer conducted pursuant to Rule 13e-4(h)(5). 32

33 Tender Offer A buyback program that is a tender offer must comply with Rule 13e-4 (issuer self-tender offer rule), including filing of Schedule TO. Tender offer is not defined in the Exchange Act or rules. Courts consider whether: There was active and widespread solicitation of public stockholders; A solicitation was made for a substantial percentage of the company s stock; The offer was at a premium over the prevailing market price; The terms of the offer were firm rather than negotiable; The offer was contingent on the tender of a fixed number of shares; The offer was open for a limited time period; The offeree was subjected to pressure to sell stock. 33

34 Going Private Transactions Purchases, tender offers or proxy solicitations by the issuer or affiliates that would result in the company s stock ceasing to be listed on a stock exchange or ceasing to be required to be registered under the Exchange Act are going private transactions and must comply with Rule 13e-3. 34

35 Going Private Transactions (Continued) If any stock buyback program constitutes a going private transaction, then 1. A Schedule 13E-3 must be filed with the SEC and additional disclosure must be made to the company s stockholders Schedule 13E-3 contains substantial disclosure requirements, including requiring detailed disclosure on the background of the board s purposes for the stock repurchases. As a practical matter, the disclosures may necessitate engagement of an investment banker for fairness opinions. 2. The company s board s decision to effect the buybacks may be subject to a more stringent entire fairness standard. 35

36 Checklist

37 Checklist Before a Buyback Board of directors should deliberate and fully inform itself concerning the buyback, relying on independent financial advice where appropriate. Carefully consider the effect on the company s earnings, liquidity, investor relations and credit ratings and other uses for the company s resources. Confirm statutory requirements (e.g., surplus) are met. Consult with legal, accounting and tax advisors about the implications and structure of buyback program. Review indentures, credit agreements and other contracts to determine whether they prohibit or limit the company s purchase of its stock. 37

38 Checklist Before a Buyback Adopt resolutions defining the buyback program, typically including size (number of shares or dollar amount), duration, method and delegation. If effecting a buyback via the open market, Inform the company s broker that the company intends to comply with Rule 10b-18. Ensure that all material information has been made public. Consider use of Rule 10b5-1 plan or plan to shut down buybacks when potentially material information arises until the information is made public or proves not to be material. Consider whether to shut down buybacks when insiders are subject to closed trading windows under company policy. 38

39 Checklist Immediately Before a Buyback Notify the principal market for the stock shortly before a press release is issued regarding the buyback program. Issue an initial press release regarding the buyback program when the company s board authorizes the program. The press release should disclose the following: the principal purposes for the buyback; the amount authorized (in terms of number of shares or maximum dollar amount) to be purchased; the estimated time period, if known, during which the purchases are anticipated to occur; the manner in which the shares will be repurchased and the company s plans with respect to the disposition of the shares once purchased; the source of funds to be used for the repurchases; any existing buyback arrangements; and any previously undisclosed material developments. Consider whether to file or furnish the press release on Form 8-K. 39

40 Checklist During a Buyback If effecting a buyback via the open market, designate one person at the company to monitor the buyback program to ensure that any buybacks comply with Rule 10b-18. Issue press releases if there are material changes in the buyback program (e.g., number of shares) or if the program is discontinued or completed. Consider whether to file or furnish the press releases on Form 8-K. Consider whether ASR contracts or 10b5-1 plans constitute material contracts for Form 8-K, Item 1.01, or for exhibits to periodic reports. 40

41 Checklist During a Buyback Include a statement regarding ongoing buyback plans in MD&A of 10-Qs and 10-Ks. Report buyback activity, broken out by each month of the applicable quarter, in 10-Qs and 10-Ks, under Item 703 of Regulation S-K. Consider effect (including disclosure) on large stockholders as a result of buyback because their percentage ownership is likely to increase. 41

42 Questions?

FREQUENTLY ASKED QUESTIONS ABOUT RULE 10b - 18 AND STOCK REPURCHASE PROGRAMS

FREQUENTLY ASKED QUESTIONS ABOUT RULE 10b - 18 AND STOCK REPURCHASE PROGRAMS FREQUENTLY ASKED QUESTIONS ABOUT RULE 10b - 18 AND STOCK REPURCHASE PROGRAMS The Regulation What is Rule 10b-18? Rule 10b-18 provides an issuer (and its affiliated purchasers ) with a non-exclusive safe

More information

Stock Repurchases in an Uncertain Market

Stock Repurchases in an Uncertain Market The M&A Journal The independent report on deals and dealmakers Volume 12 Number 1 in an Uncertain Market The authors at Fried Frank: Stuart H. Gelfond (partner); Jessica Forbes (partner); John E. Sorkin

More information

FREQUENTLY ASKED QUESTIONS ABOUT RIGHTS OFFERINGS

FREQUENTLY ASKED QUESTIONS ABOUT RIGHTS OFFERINGS FREQUENTLY ASKED QUESTIONS ABOUT RIGHTS OFFERINGS Background What is a rights offering? A rights offering typically provides an issuer s existing shareholders the opportunity to purchase a pro rata portion

More information

Convertible Notes Overview. Preparing for a Smooth IPO Process a Guide for In-House Counsel

Convertible Notes Overview. Preparing for a Smooth IPO Process a Guide for In-House Counsel Convertible Notes Overview Preparing for a Smooth IPO Process a Guide for In-House Counsel Convertible Notes Offerings An Overview for Issuers Convertible note offerings can be an effective financing tool

More information

FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS

FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS Block Trades and Distributions What is a block trade? Many people use the term block trade colloquially. Technically, a block trade is

More information

Loan Disclosure Statement

Loan Disclosure Statement ab Loan Disclosure Statement Risk Factors You Should Consider Before Using Margin or Other Loans Secured by Your Securities Accounts This brochure is only a summary of certain risk factors you should consider

More information

United States Treasury Shares Guide IBA Corporate and M&A Law Committee 2012

United States Treasury Shares Guide IBA Corporate and M&A Law Committee 2012 United States Treasury Shares Guide IBA Corporate and M&A Law Committee 2012 Contact Ellisa Opstbaum Habbart The Delaware Counsel Group, Wilmington, Delaware ehabbart@delawarecounselgroup.com Samuel A

More information

FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS

FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS Block Trades and Distributions What is a block trade? Many people use the term block trade colloquially. Technically, a block trade is

More information

IMPORTANT DISCLOSURES AND CONSIDERATIONS FOR INVESTORS IN AUCTION RATE SECURITIES

IMPORTANT DISCLOSURES AND CONSIDERATIONS FOR INVESTORS IN AUCTION RATE SECURITIES IMPORTANT DISCLOSURES AND CONSIDERATIONS FOR INVESTORS IN AUCTION RATE SECURITIES Goldman, Sachs & Co., as a Broker-Dealer of Auction Rate Securities, provides the following important information about

More information

o The filing and timing requirements are summarized on Exhibit A. Other Securities Law Issues

o The filing and timing requirements are summarized on Exhibit A. Other Securities Law Issues MORRISON & FOERSTER LLP CHECKPOINTS: THE CONSEQUENCES OF CROSSING VARIOUS OWNERSHIP THRESHOLDS WHEN INVESTING B. JEFFERY BELL * This memorandum outlines certain considerations associated with the acquisition

More information

ORION ENGINEERED CARBONS S.A. INSIDER TRADING POLICY. All defined terms shall have the meanings set forth in the Annex A.

ORION ENGINEERED CARBONS S.A. INSIDER TRADING POLICY. All defined terms shall have the meanings set forth in the Annex A. ORION ENGINEERED CARBONS S.A. INSIDER TRADING POLICY In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other individuals, Orion Engineered

More information

EITF ABSTRACTS. Title: Accounting for an Accelerated Share Repurchase Program

EITF ABSTRACTS. Title: Accounting for an Accelerated Share Repurchase Program EITF ABSTRACTS Issue No. 99-7 Title: Accounting for an Accelerated Share Repurchase Program Dates Discussed: July 22, 1999; September 23, 1999 References: FASB Statement No. 128, Earnings per Share FASB

More information

Accelerated Share Repurchase Transactions: A Primer for Company Counsel

Accelerated Share Repurchase Transactions: A Primer for Company Counsel Accelerated Share Repurchase Transactions: A Primer for Company Counsel APRIL 2016 When a public company is engaged in or contemplating a share repurchase program, it often considers an accelerated share

More information

Nasdaq Delisting: Process, Implications and Strategies September 28, 2001

Nasdaq Delisting: Process, Implications and Strategies September 28, 2001 Nasdaq Delisting: Process, Implications and Strategies September 28, 2001 Recent market declines have caused the common stock of many companies to face delisting from the Nasdaq National Market (the NNM

More information

TUXIS CORPORATION TUX. SEMI-ANNUAL REPORT June 30, 2004. American Stock Exchange Symbol: www.tuxis.com

TUXIS CORPORATION TUX. SEMI-ANNUAL REPORT June 30, 2004. American Stock Exchange Symbol: www.tuxis.com TUXIS CORPORATION SEMI-ANNUAL REPORT June 30, 2004 American Stock Exchange Symbol: TUX www.tuxis.com American Stock TUXIS CORPORATION Exchange Symbol: TUX 11 Hanover Square, New York, NY 10005 www.tuxis.com

More information

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY 1. Introduction and Purpose ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY Almonty Industries Inc. (the Corporation ) is a Canadian company, it is a reporting issuer in Canada and its securities are listed

More information

Private Placements In Public Equity (PIPEs): Best Practices for FINRA Members 1

Private Placements In Public Equity (PIPEs): Best Practices for FINRA Members 1 1345 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10105 TELEPHONE: (212) 370-1300 FACSIMILE: (212) 370-7889 www.egsllp.com Private Placements In Public Equity (PIPEs): Best Practices for FINRA Members 1 We

More information

Articles. SEC Adopts Rules to Allow Crowdfunding Beginning May 16, 2016. Alan Bickerstaff, Jeff C. Dodd and Ted Gilman December 2, 2015

Articles. SEC Adopts Rules to Allow Crowdfunding Beginning May 16, 2016. Alan Bickerstaff, Jeff C. Dodd and Ted Gilman December 2, 2015 SEC Adopts Rules to Allow Crowdfunding Beginning May 16, 2016 Alan Bickerstaff, Jeff C. Dodd and Ted Gilman December 2, 2015 Over two years after proposing rules, the Securities and Exchange Commission

More information

Answers to Concepts in Review

Answers to Concepts in Review Answers to Concepts in Review 1. (a) In the money market, short-term securities such as CDs, T-bills, and banker s acceptances are traded. Long-term securities such as stocks and bonds are traded in the

More information

Chapter 3. How Securities are Traded

Chapter 3. How Securities are Traded Chapter 3 How Securities are Traded Primary vs. Secondary Security Sales Primary: When firms need to raise capital, they may choose to sell (or float) new securities. These new issues typically are marketed

More information

Corporate Finance Alert

Corporate Finance Alert Corporate Finance Alert Skadden, Arps, Slate, Meagher & Flom LLP February 2013 If you have any questions regarding the matters discussed in this memorandum, please contact one of the attorneys listed on

More information

Financial reporting developments. A comprehensive guide. Earnings per share. May 2014

Financial reporting developments. A comprehensive guide. Earnings per share. May 2014 Financial reporting developments A comprehensive guide Earnings per share May 2014 To our clients and other friends We are pleased to provide you with the latest edition of our Financial reporting developments

More information

F I R M B R O C H U R E

F I R M B R O C H U R E Part 2A of Form ADV: F I R M B R O C H U R E Dated: 03/24/2015 Contact Information: Bob Pfeifer, Chief Compliance Officer Post Office Box 2509 San Antonio, TX 78299 2509 Phone Number: (210) 220 5070 Fax

More information

F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T P I P E S

F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T P I P E S F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T P I P E S Understanding PIPEs What are PIPEs? A PIPE (Private Investment in Public Equity) refers to any private placement of securities of an

More information

INDEX TO FINANCIAL STATEMENTS. Balance Sheets as of June 30, 2015 and December 31, 2014 (Unaudited) F-2

INDEX TO FINANCIAL STATEMENTS. Balance Sheets as of June 30, 2015 and December 31, 2014 (Unaudited) F-2 INDEX TO FINANCIAL STATEMENTS Page Financial Statements Balance Sheets as of and December 31, 2014 (Unaudited) F-2 Statements of Operations for the three months ended and 2014 (Unaudited) F-3 Statements

More information

STOCKCROSS FINANCIAL SERVICES, INC. REPORT ON AUDIT OF STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2012

STOCKCROSS FINANCIAL SERVICES, INC. REPORT ON AUDIT OF STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2012 REPORT ON AUDIT OF STATEMENT OF FINANCIAL CONDITION Filed in accordance with Rule 17a-5(e)(3) as a PUBLIC DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL AUDITED

More information

CHARLES RIVER LABORATORIES INTERNATIONAL, INC. STATEMENT OF POLICY CONCERNING TRADING POLICIES. (revised May 10, 2011)

CHARLES RIVER LABORATORIES INTERNATIONAL, INC. STATEMENT OF POLICY CONCERNING TRADING POLICIES. (revised May 10, 2011) CHARLES RIVER LABORATORIES INTERNATIONAL, INC. STATEMENT OF POLICY CONCERNING TRADING POLICIES (revised May 10, 2011) 1 TABLE OF CONTENTS Page No. I. SUMMARY OF THE COMPANY POLICY CONCERNING TRADING POLICIES...

More information

The Balance Sheet and Notes to the Financial Statement

The Balance Sheet and Notes to the Financial Statement Chapter 3 19 th Edition The Balance Sheet and Notes to the Financial Statement Intermediate Accounting James D. Stice Earl K. Stice 2014 Cengage Learning 3-1 (continued) (continues) 3-2 3-3 Learning Objective

More information

Title: Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)

Title: Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) FASB STAFF POSITION No. APB 14-1 Title: Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) Date Posted: May 9, 2008 Introduction

More information

CPI CARD GROUP INC. INSIDER TRADING POLICY

CPI CARD GROUP INC. INSIDER TRADING POLICY CPI CARD GROUP INC. INSIDER TRADING POLICY CPI Card Group Inc. (the Company ) and its Board of Directors have adopted this Insider Trading Policy (this Policy ) both to satisfy our obligation to prevent

More information

T he restrictions of Sections 23A and Regulation W

T he restrictions of Sections 23A and Regulation W BNA s Banking Report Reproduced with permission from BNA s Banking Report, 100 BBR 109, 1/15/13, 01/15/2013. Copyright 2013 by The Bureau of National Affairs, Inc. (800-372-1033) http://www.bna.com REGULATION

More information

Virtual Stock Market Game Glossary

Virtual Stock Market Game Glossary Virtual Stock Market Game Glossary American Stock Exchange-AMEX An open auction market similar to the NYSE where buyers and sellers compete in a centralized marketplace. The AMEX typically lists small

More information

INTERACTIVE BROKERS LLC (SEC I.D. No. 8-47257)

INTERACTIVE BROKERS LLC (SEC I.D. No. 8-47257) INTERACTIVE BROKERS LLC (SEC I.D. No. 8-47257) STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2003 AND INDEPENDENT AUDITORS REPORT AND SUPPLEMENTAL REPORT ON INTERNAL CONTROL ******* Filed pursuant

More information

INPHI CORPORATION. Insider Trading Policy and Communication Policy. As Amended July 25, 2014

INPHI CORPORATION. Insider Trading Policy and Communication Policy. As Amended July 25, 2014 INPHI CORPORATION Insider Trading Policy and Communication Policy As Amended July 25, 2014 1. INTRODUCTION Both the Securities and Exchange Commission (the SEC ) and Congress are very concerned about maintaining

More information

Securities Regulation - Statutes Quinn - Fall 2004

Securities Regulation - Statutes Quinn - Fall 2004 I. Securities Act of 1933: A. 2 p. 2 (definition section) 1. Subsection (a)(1) says that the term security means any note, stock, treasury stock investment contract put, call option, or privilege entered

More information

EITF ABSTRACTS. Dates Discussed: June 19 20, 2002; September 11 12, 2002; October 25, 2002; November 21, 2002; March 20, 2003

EITF ABSTRACTS. Dates Discussed: June 19 20, 2002; September 11 12, 2002; October 25, 2002; November 21, 2002; March 20, 2003 EITF ABSTRACTS Issue No. 02-3 Title: Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities Dates Discussed:

More information

Disclosure Brochure. April 24, 2015. Fiduciary Wealth Partners, LLC. Registered Investment Adviser

Disclosure Brochure. April 24, 2015. Fiduciary Wealth Partners, LLC. Registered Investment Adviser Disclosure Brochure April 24, 2015 Fiduciary Wealth Partners, LLC Registered Investment Adviser 225 Franklin Street, 26 th Floor Boston, Massachusetts 02110 (617) 217-2700 www.fwp.partners This brochure

More information

Your rights will expire on October 30, 2015 unless extended.

Your rights will expire on October 30, 2015 unless extended. DIVIDEND AND INCOME FUND 11 Hanover Square New York, NY 10005 September 28, 2015 Re: Rights Offering. Prompt action is requested. Dear Fellow Shareholder: Your rights will expire on October 30, 2015 unless

More information

IMPORTANT ARTICLE UPDATE: To read the updated 2013 version of this article, please click here.

IMPORTANT ARTICLE UPDATE: To read the updated 2013 version of this article, please click here. TO READ AN UPDATED VERSION OF THIS ARTICLE, PLEASE CLICK HERE. IMPORTANT ARTICLE UPDATE: To read the updated 2013 version of this article, please click here. What Late SEC Filers Need to Know In the wake

More information

PROSPECTUS August 15, 2011 INTRICON CORPORATION. Summary of the 2007 Employee Stock Purchase Plan

PROSPECTUS August 15, 2011 INTRICON CORPORATION. Summary of the 2007 Employee Stock Purchase Plan PROSPECTUS August 15, 2011 INTRICON CORPORATION Summary of the 2007 Employee Stock Purchase Plan This document constitutes part of a prospectus covering securities that have been registered under the Securities

More information

Delaware 20-3708500 -------- ----------

Delaware 20-3708500 -------- ---------- U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November

More information

M E M O R A N D U M. The Policy provides for blackout periods during which you are prohibited from buying or selling Company securities.

M E M O R A N D U M. The Policy provides for blackout periods during which you are prohibited from buying or selling Company securities. M E M O R A N D U M TO: FROM: All Directors, Officers and Covered Persons of Power Solutions International, Inc. and its Subsidiaries Catherine Andrews General Counsel and Insider Trading Compliance Officer

More information

RULE 144 PERSONS DEEMED NOT TO BE ENGAGED IN A DISTRIBUTION AND THEREFORE NOT UNDERWRITERS. Preliminary Note to Rule 144

RULE 144 PERSONS DEEMED NOT TO BE ENGAGED IN A DISTRIBUTION AND THEREFORE NOT UNDERWRITERS. Preliminary Note to Rule 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31,2006 Estimated average burden hours per response.......1.0 RULE 144 PERSONS

More information

The Options Clearing Corporation

The Options Clearing Corporation PROSPECTUS M The Options Clearing Corporation PUT AND CALL OPTIONS This prospectus pertains to put and call security options ( Options ) issued by The Options Clearing Corporation ( OCC ). Certain types

More information

SAMPLE TIME AND RESPONSIBILITY SCHEDULE FOR AN INITIAL PUBLIC OFFERING OF COMMON STOCK

SAMPLE TIME AND RESPONSIBILITY SCHEDULE FOR AN INITIAL PUBLIC OFFERING OF COMMON STOCK SAMPLE TIME AND RESPONSIBILITY SCHEDULE FOR AN INITIAL PUBLIC OFFERING OF MMON STOCK John K. Hoyns May 1, 2001 Sample Timetable and Responsibility Schedule for an Initial Public Offering of Common Stock

More information

DESCRIPTION OF THE PLAN

DESCRIPTION OF THE PLAN DESCRIPTION OF THE PLAN PURPOSE 1. What is the purpose of the Plan? The purpose of the Plan is to provide eligible record owners of common stock of the Company with a simple and convenient means of investing

More information

Stock based compensation guidance to increase income statement volatility (see update note below)

Stock based compensation guidance to increase income statement volatility (see update note below) Stock based compensation guidance to increase income statement volatility (see update note below) No. US2016 03 April 19, 2016 (Revised April 25, 2016) What s inside: Background. 1 Key provisions 2 Income

More information

Insider Trading Rules Section 16

Insider Trading Rules Section 16 COMPENSATION COMMITTEE HANDBOOK Insider Trading Rules Section 16 The Basics What is the rule? Section 16 imposes restrictions on when and how a corporate insider may buy and sell shares of company stock.

More information

Accounting and Reporting Issues in Complex Financings

Accounting and Reporting Issues in Complex Financings Accounting and Reporting Issues in Complex Financings November 2014 NY2 739865 mofo.com Agenda Warrants Convertible debt Combining convertible debt offering with an anti-dilutive transaction 2 Warrants

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q È QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended

More information

Head Traders, Technical Contacts, Compliance Officers, Heads of ETF Trading, Structured Products Traders. Exchange-Traded Fund Symbol CUSIP #

Head Traders, Technical Contacts, Compliance Officers, Heads of ETF Trading, Structured Products Traders. Exchange-Traded Fund Symbol CUSIP # Information Circular: Reality Shares ETF Trust To: From: Head Traders, Technical Contacts, Compliance Officers, Heads of ETF Trading, Structured Products Traders NASDAQ / BX / PHLX Listing Qualifications

More information

Statement of Investment Policies and Goals. Saskatchewan Pension Plan Annuity Fund. As of January 1, 2015. APPROVED on this 9 th day of December, 2014

Statement of Investment Policies and Goals. Saskatchewan Pension Plan Annuity Fund. As of January 1, 2015. APPROVED on this 9 th day of December, 2014 Statement of Investment Policies and Goals Saskatchewan Pension Plan Annuity Fund As of January 1, 2015 APPROVED on this 9 th day of December, 2014 Tim Calibaba Chair on behalf of the Board of Trustees

More information

TITLE III CROWDFUNDING

TITLE III CROWDFUNDING H. R. 3606 10 have any person associated with that person subject to such a statutory disqualification. (3) For the purposes of this subsection, the term ancillary services means (A) the provision of due

More information

Financial Accounting Series

Financial Accounting Series NO. 1240-001 SEPTEMBER 30, 2005 Financial Accounting Series EXPOSURE DRAFT (Revised) Proposed Statement of Financial Accounting Standards Earnings per Share an amendment of FASB Statement No. 128 Revision

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0324 Expires: May 31, 2017 Estimated average burden hours per response.. 4,099.6 FORM S-4 REGISTRATION

More information

Apex Clearing Corporation

Apex Clearing Corporation Statement of Financial Condition (Unaudited) Apex Clearing Corporation is a member of FINRA, Securities Investor Protection Corporation (SIPC), NYSE MKT LLC, NYSE Arca, Inc., BATS Y Exchange, Inc., BATS

More information

INFORMATION CIRCULAR: ALPS ETF TRUST

INFORMATION CIRCULAR: ALPS ETF TRUST INFORMATION CIRCULAR: ALPS ETF TRUST TO: FROM: Head Traders, Technical Contacts, Compliance Officers, Heads of ETF Trading, Structured Products Traders Nasdaq / BX / PHLX Listing Qualifications Department

More information

INSIDER TRADING POLICY

INSIDER TRADING POLICY INSIDER TRADING POLICY a BACKGROUND: This Policy applies to directors, officers and employees at all levels of Alcoa Inc. ( Alcoa ) and of each domestic and foreign subsidiary, partnership, venture or

More information

F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T P I P E S

F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T P I P E S F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T P I P E S Understanding PIPEs What are PIPEs? A PIPE (Private Investment in Public Equity) refers to any private placement of securities of an

More information

Sun Life Financial Inc.

Sun Life Financial Inc. Sun Life Financial Inc. Canadian Dividend Reinvestment and Share Purchase Plan AMENDED AND RESTATED OFFERING CIRCULAR Table of Contents Parts of this Offering Circular... 1 Notice to Non-Registered Beneficial

More information

Overview of the LOYAL3 Platform: How It Works + Specific Risks

Overview of the LOYAL3 Platform: How It Works + Specific Risks Dated September 2015 Subject to Change for Future Offerings Overview of the LOYAL3 Platform: How It Works + Specific Risks NOTE: THIS IS NOT THE PROSPECTUS. The Information Below is Specific to the LOYAL3

More information

Public Financial Disclosure A Guide to Reporting Selected Financial Instruments

Public Financial Disclosure A Guide to Reporting Selected Financial Instruments Public Financial Disclosure A Guide to Reporting Selected Financial Instruments TABLE OF CONTENTS AMERICAN DEPOSITARY RECEIPT 1 CASH BALANCE PENSION PLAN 2 COMMON TRUST FUND OF A BANK 4 EMPLOYEE STOCK

More information

Insider Trading Policy

Insider Trading Policy Purpose U.S. federal and state and Canadian provincial securities laws prohibit buying, selling, or making other transfers of securities by persons who have material information that is not generally known

More information

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BEST BUY CO., INC. ARTICLE I NAME. The name of this corporation shall be Best Buy Co., Inc.

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BEST BUY CO., INC. ARTICLE I NAME. The name of this corporation shall be Best Buy Co., Inc. AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BEST BUY CO., INC. ARTICLE I NAME The name of this corporation shall be Best Buy Co., Inc. ARTICLE II REGISTERED OFFICE; REGISTERED AGENT The registered

More information

Corporations: Organization, Stock Transactions, and Dividends

Corporations: Organization, Stock Transactions, and Dividends C H A P T E R 13 Corporations: Organization, Stock Transactions, and Dividends Financial Accounting 14e Warren Reeve Duchac human/istock/360/getty Images Advantages and Disadvantages of the Corporate Form

More information

Summary of Significant Differences between Japanese GAAP and U.S. GAAP

Summary of Significant Differences between Japanese GAAP and U.S. GAAP Summary of Significant Differences between Japanese GAAP and U.S. GAAP The consolidated financial statements of SMFG and its subsidiaries presented in this annual report conform with generally accepted

More information

INSIDER TRADING POLICY. Guidelines with Respect to Certain Transactions in Company Securities

INSIDER TRADING POLICY. Guidelines with Respect to Certain Transactions in Company Securities INSIDER TRADING POLICY Guidelines with Respect to Certain Transactions in Company Securities This Policy provides guidelines to all employees, officers and directors of F5 Networks, Inc. and its subsidiaries

More information

FREEDOM INVESTMENTS, INC. STATEMENT OF FINANCIAL CONDITION AS OF JUNE 30, 2015 (UNAUDITED)

FREEDOM INVESTMENTS, INC. STATEMENT OF FINANCIAL CONDITION AS OF JUNE 30, 2015 (UNAUDITED) FREEDOM INVESTMENTS, INC. STATEMENT OF FINANCIAL CONDITION AS OF JUNE 30, 2015 (UNAUDITED) ****** Index Page(s) Statement of Financial Condition. 2 Notes to Statement of Financial Condition. 3-5 Statement

More information

GB MINERALS LTD INSIDER TRADING POLICY

GB MINERALS LTD INSIDER TRADING POLICY GB MINERALS LTD INSIDER TRADING POLICY (as approved by the Board of Directors in May 2014) - 2 - Contents 1. POLICY STATEMENT... 3 2. PERSONS AND SECURITIES COVERED BY THIS POLICY... 3 3. MATERIAL NON-PUBLIC

More information

PEARSON plc EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY

PEARSON plc EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY PEARSON plc EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE

More information

Private Placements in Mergers and Acquisitions

Private Placements in Mergers and Acquisitions THE AMERICAN LAW INSTITUTE Continuing Legal Education Regulation D Offerings and Private Placements March 14-16, 2013 Private Placements in Mergers and Acquisitions by Robert B. Robbins Pillsbury Winthrop

More information

APPLE HOSPITALITY REIT, INC. (Exact name of registrant as specified in its charter)

APPLE HOSPITALITY REIT, INC. (Exact name of registrant as specified in its charter) APLE 8-K 4/23/2015 Section 1: 8-K (8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of

More information

COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law

COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law As filed with the Department of State of the State

More information

BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN This Offering Circular covers common shares of Bank of Montreal (the Bank ) which may be purchased on the open market through

More information

Table of Contents. Introduction What is an ESPP and why implement it? Bi Brief process introduction

Table of Contents. Introduction What is an ESPP and why implement it? Bi Brief process introduction Employee Stock Purchase Plan (ESPP) June 2011 Table of Contents Introduction What is an ESPP and why implement it? Bi Brief process introduction ti Plan Details Characteristics of the plan Tax considerations

More information

Closed-End Funds. A closed-end fund is a type of investment company. whose shares are listed on a stock exchange

Closed-End Funds. A closed-end fund is a type of investment company. whose shares are listed on a stock exchange a guide to Closed-End Funds A closed-end fund is a type of investment company whose shares are listed on a stock exchange or are traded in the over-the-counter market. Contents What Is a Closed-End Fund?...2

More information

Policy Title: INSIDER TRADING POLICY # of Pages - 10. Approval Source: Board of Directors

Policy Title: INSIDER TRADING POLICY # of Pages - 10. Approval Source: Board of Directors GIBSON ENERGY (and affiliated companies) POLICY Department Responsible: Legal Policy # CORP 6.0 Policy Title: INSIDER TRADING POLICY # of Pages - 10 Initial Approval Date: August 10, 2011 Revision #: 2

More information

F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T R U L E 1 4 4 A N D R U L E 1 4 5

F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T R U L E 1 4 4 A N D R U L E 1 4 5 F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T R U L E 1 4 4 A N D R U L E 1 4 5 Understanding Rule 144 under the Securities Act of 1933 What is Rule 144? Rule 144 permits public resales of

More information

Policy Statement. Purpose. Applicability. Summary

Policy Statement. Purpose. Applicability. Summary Subject: Disclosure and Stock Trading Policy Number: L.01.01 Department Name: Law Department Page: 1 of 7 Original Issue Date: July 30, 2002 Revision Date: January 13, 2012 Policy Owner: General Counsel

More information

Statement of Financial Condition unaudited

Statement of Financial Condition unaudited Statement of Financial Condition unaudited June 30, 2015 Vanguard Marketing Corporation (a wholly owned subsidiary of The Vanguard Group, Inc.) Vanguard Marketing Corporation (a wholly owned subsidiary

More information

Understanding mutual fund share classes, fees and certain risk considerations

Understanding mutual fund share classes, fees and certain risk considerations Disclosure Understanding mutual fund share classes, fees and certain risk considerations Highlights Mutual funds may offer different share classes most commonly in retail brokerage accounts, Class A, B

More information

The Atlantic Building 950 F Street, NW Washington, OC 20004-1404. 202-239-3300 Fax: 202-654-4963 www.alston.com. Direct Dial: 202-239-3463

The Atlantic Building 950 F Street, NW Washington, OC 20004-1404. 202-239-3300 Fax: 202-654-4963 www.alston.com. Direct Dial: 202-239-3463 A I S--'1ri'ON s r -1_)1) _jk_ - - & \ _ 1.11' The Atlantic Building 950 F Street, NW Washington, OC 20004-1404 202-239-3300 Fax: 202-654-4963 www.alston.com David A Brown Direct Dial: 202-239-3463 Email:

More information

Reverse Mergers Barry I. Grossman Ellenoff Grossman & Schole LLP

Reverse Mergers Barry I. Grossman Ellenoff Grossman & Schole LLP Reverse Mergers Barry I. Grossman Ellenoff Grossman & Schole LLP About EG&S Ellenoff Grossman & Schole LLP is a New York City-based law firm comprised of more than 65 professionals (30+ Securities Lawyers),

More information

PENNY STOCK RISK DISCLOSURE DOCUMENT

PENNY STOCK RISK DISCLOSURE DOCUMENT PENNY STOCK RISK DISCLOSURE DOCUMENT (From Schedule 15G*) Pursuant to SEC Rule 15g-2 of the Securities Enforcement remedies and Penny Stock Reform Act of 1990. IMPORTANT INFORMATION ON PENNY STOCKS This

More information

VISTA GOLD CORP. INSIDER TRADING POLICY

VISTA GOLD CORP. INSIDER TRADING POLICY VISTA GOLD CORP. INSIDER TRADING POLICY (Adopted on December 19, 2003, as amended on March 2, 2009 and March 5, 2013) 1. BACKGROUND AND PURPOSE The federal securities laws of the United States and applicable

More information

THE HERSHEY COMPANY INSIDER TRADING POLICY

THE HERSHEY COMPANY INSIDER TRADING POLICY THE HERSHEY COMPANY INSIDER TRADING POLICY I. PURPOSE The Hershey Company (the Company ) has adopted this Insider Trading Policy (this Policy ) to help its directors, officers and employees comply with

More information

ASPE AT A GLANCE Section 3856 Financial Instruments

ASPE AT A GLANCE Section 3856 Financial Instruments ASPE AT A GLANCE Section 3856 Financial Instruments December 2014 Section 3856 Financial Instruments Effective Date Fiscal years beginning on or after January 1, 2011 1 SCOPE Applies to all financial instruments

More information

JOINT CODE OF ETHICS FOR GOLUB CAPITAL BDC, INC. GOLUB CAPITAL INVESTMENT CORPORATION GC ADVISORS LLC

JOINT CODE OF ETHICS FOR GOLUB CAPITAL BDC, INC. GOLUB CAPITAL INVESTMENT CORPORATION GC ADVISORS LLC JOINT CODE OF ETHICS FOR GOLUB CAPITAL BDC, INC. GOLUB CAPITAL INVESTMENT CORPORATION GC ADVISORS LLC Section I Statement of General Fiduciary Principles This Joint Code of Ethics (the Code ) has been

More information

Section 162(m): Limit on Compensation Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP and Paula Todd, Towers Watson

Section 162(m): Limit on Compensation Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP and Paula Todd, Towers Watson Section 162(m): Limit on Compensation Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP and Paula Todd, Towers Watson This Practice Note is published by Practical Law Company on its PLC Employee

More information

Restrictions on Buying and Selling Stock and Securities (Insider Trading Policy)

Restrictions on Buying and Selling Stock and Securities (Insider Trading Policy) Restrictions on Buying and Selling Stock and Securities (Insider Trading Policy) 1. Policy Statement Employees, consultants, contractors, officers, members of the Board of Directors and entities (such

More information

Insider Trading Policy

Insider Trading Policy Insider Trading Policy TABLE OF CONTENTS Policy Statement... 1 Policy Questions... 1 Companies Covered... 2 Persons Covered... 2 Transactions Covered... 2 Open Market Transactions... 2 401(k) Plan... 2

More information

June 2008 Supplement to Characteristics and Risks of Standardized Options

June 2008 Supplement to Characteristics and Risks of Standardized Options June 2008 Supplement to Characteristics and Risks of Standardized Options This supplement supersedes and replaces the April 2008 Supplement to the booklet entitled Characteristics and Risks of Standardized

More information

F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T C L O S E D - E N D F U N D S

F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T C L O S E D - E N D F U N D S F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T C L O S E D - E N D F U N D S Most investors are familiar with mutual funds, or open-end registered investment companies. Closedend funds, however,

More information

INSIDER TRADING AND BLACKOUT POLICY

INSIDER TRADING AND BLACKOUT POLICY HUMAN RESOURCES POLICY Policy Number RH-GEN.10 Date issued 2005-09-08 Date updated Approved at July 30, 2014 meeting of the Board of Directors Issued by Human Resources Department Approved by Management

More information

Margin Account Agreement

Margin Account Agreement IMPORTANT TO READ This includes and incorporates by reference the Day-Trading Risk Disclosure Statement and the Truth-in-Lending Statement attached hereto (together, the Agreement ). Acknowledgments and

More information

Keystone Financial Planning, Inc.

Keystone Financial Planning, Inc. Keystone Financial Planning, Inc. 7261 Engle Road Suite 308 Middleburg Heights, Ohio 44130 Telephone: 440.234.6323 Facsimile: 440.234.6844 Website: www.keystonefin.com February 10, 2014 FORM ADV PART 2

More information

THE STOCK MARKET GAME GLOSSARY

THE STOCK MARKET GAME GLOSSARY THE STOCK MARKET GAME GLOSSARY Accounting: A method of recording a company s financial activity and arranging the information in reports that make the information understandable. Accounts payable: The

More information

PROSPECTUS. Aflac Incorporated Worldwide Headquarters 1932 Wynnton Road Columbus, Georgia 31999 1.800.227.4756-706.596.3589

PROSPECTUS. Aflac Incorporated Worldwide Headquarters 1932 Wynnton Road Columbus, Georgia 31999 1.800.227.4756-706.596.3589 PROSPECTUS Aflac Incorporated Worldwide Headquarters 1932 Wynnton Road Columbus, Georgia 31999 1.800.227.4756-706.596.3589 AFL Stock Plan A Direct Stock Purchase and Dividend Reinvestment Plan We are offering

More information

SSAP 24 STATEMENT OF STANDARD ACCOUNTING PRACTICE 24 ACCOUNTING FOR INVESTMENTS IN SECURITIES

SSAP 24 STATEMENT OF STANDARD ACCOUNTING PRACTICE 24 ACCOUNTING FOR INVESTMENTS IN SECURITIES SSAP 24 STATEMENT OF STANDARD ACCOUNTING PRACTICE 24 ACCOUNTING FOR INVESTMENTS IN SECURITIES (Issued April 1999) The standards, which have been set in bold italic type, should be read in the context of

More information

Craig G. Fischer Atlantic Financial Services, Inc. 920 Providence Rd. Suite 201 Towson, MD 21286 3/30/2011

Craig G. Fischer Atlantic Financial Services, Inc. 920 Providence Rd. Suite 201 Towson, MD 21286 3/30/2011 Craig G. Fischer Atlantic Financial Services, Inc. 920 Providence Rd. Suite 201 Towson, MD 21286 3/30/2011 This brochure provides information concerning the services and business practices of Atlantic

More information