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F.A.Q. at International Financial Securities Regulatory Commission

Types of Acquisitions

In general, acquisitions can be horizontal, vertical, or conglomerate. A horizontal acquisition takes place between two firms in the same line of business. For example, one tool and die company might purchase another. In contrast, a vertical merger entails expanding forward or backward in the chain of distribution, toward the source of raw materials or toward the ultimate consumer. For example, an auto parts manufacturer might purchase a retail auto parts store. A conglomerate is formed through the combination of unrelated businesses.

Another type of combination of two companies is a consolidation. In a consolidation, an entirely new firm is created, and the two previous entities cease to exist. Consolidated financial statements are prepared under the assumption that two or more corporate entities are in actuality only one . The consolidated statements are prepared by combining the account balances of the individual firms after certain adjusting and eliminating entries are made.

Another way to acquire a firm is to buy the voting stock. This can be done by agreement of management or by tender offer. In a tender offer, the acquiring firm makes the offer to buy stock directly to the shareholders, thereby bypassing management. In contrast to a merger, a stock acquisition requires no stockholder voting. Shareholders wishing to keep their stock can simply do so, however by doing so the shareholder maybe left with holding stocks within a company that no longer exists.

A bidding firm can also buy another simply by purchasing all its assets. This involves a costly legal transfer of title and must be approved by the shareholders of the selling firm. A takeover is the transfer of control from one group to another. Normally, the acquiring firm (the bidder) makes an offer for the target firm. In a proxy contest, a group of dissident shareholders will seek to obtain enough votes to gain control of the board of directors.

Taxable Versus Tax-Free Transactions

Mergers and acquisitions can be either tax-free or taxable events. The tax status of a transaction may affect its value from both the buyer's and the seller's viewpoints. In a taxable acquisition, the assets of the selling firm are revalued or "written up. "Therefore, the depreciation deduction will rise (assets are not revalued in a tax-free acquisition). But the selling shareholders will have to pay capital gains taxes and thus will want more for their shares to compensate. This is known as the capital gains effect. The capital gains and write-up effects tend to cancel each other out.

Certain exchanges of stock are considered tax-free reorganizations, which permit the owners of one company to exchange their shares for the stock of the acquirer without paying taxes. There are three basic types of tax-free reorganizations. In order for a transaction to qualify as a type A tax-free reorganization, it must be structured in certain ways. in contrast to a type B reorganization, the type A transaction allows the buyer to use either voting or non-voting stock. It also permits the buyer to use more cash in the total consideration since the law does not stipulate a maximum amount of cash that can be used. At least 50 percent of the consideration, however, must be stock in the acquiring corporation. in addition, in a type A reorganization, the acquiring corporation may choose not to purchase all the target's assets.

In instances where at least 50 percent of the bidder's stock is used as the consideration but other considerations such as cash, debt, or non-equity securities are also used the transaction may be partially taxable. Capital gains taxes must be paid on those shares that were exchanged for no equity consideration. A type B reorganization requires that the acquiring corporation use mainly its own voting common stock as the consideration for purchase of the target corporation's common stock. Cash must comprise no more than 20 percent of the total consideration, and at least 80 percent of the target's stock must be paid for by voting stock by the bidder.

Target stockholders who receive the stock of the acquiring corporation in exchange for their common stock are not immediately taxed on the consideration they receive. Taxes will have to be paid only if the stock is eventually sold. If cash is included in the transaction, this cash may be taxed to the extent that it represents a gain on the sale of stock.

In a type C reorganization, the acquiring corporation must purchase 80 percent of the fair market value of the target's assets. In this type of reorganization, a tax liability results when the acquiring corporation purchases the assets of the target using consideration other than stock in the acquiring corporation. The tax liability is measured by comparing the purchase price of the assets with the adjusted basis of these assets.


Hostile Acquisitions

The replacement of poor management is a potential source of gain from acquisition. Changing technological and competitive factors may lead to a need for corporate restructuring. If incumbent management is unable to adapt, then a hostile acquisition is one method for accomplishing change.

Hostile acquisitions generally involve poorly performing firms in mature industries, and occur when the board of directors of the target is opposed to the sale of the company. In this case, the acquiring firm has two options to precede with the acquisition a tender offer or a proxy fight. A tender offer represents an offer to buy the stock of the target firm directly from the firm's shareholders. in a proxy fight, the acquirer solicits the shareholders of the target firm in an attempt to obtain the right to vote their shares. The acquiring firm hopes to secure enough proxies to gain control of the board of directors and, in turn, replace the incumbent management.

Management in target firms will typically resist takeover attempts either to get a higher price for the firm or to protect their own self-interests.

Other defensive tactics include poison pills and dual class recapitalization. With poison pills, existing shareholders are issued rights which, if a bidder acquires a certain percentage of the outstanding shares, can be used to purchase additional shares at a bargain price, usually half the market price.

Do Acquisitions Benefit Shareholders?

There is substantial empirical evidence that the shareholders in acquired firms benefit substantially. Gains for this group typically amount to 20 percent in mergers and up 300 percent and above in tender offers above the market price.

The gains to acquiring firms are difficult to measure. The best evidence suggests that shareholders in bidding firms do gain. Losses in value subsequent to merger announcements are not unusual. This seems to suggest that overvaluation by bidding firms is common.

History

Do Acquisitions Benefit Shareholders?

Merger and acquisition activity in the United States has typically run in cycles, with peaks coinciding with periods of strong business growth US merger activity has been marked by five prominent waves:. One around the turn of the twentieth century, the second peaking in 1929, the third in the latter half of the 1960s, the fourth in the first half of the 1980s, and the fifth in the latter half of the 1990s.

This last peak, in the final years of the twentieth century, brought very high levels of merger activity. Bolstered by a strong stock market, businesses merged at an unprecedented rate. The total dollar volume of mergers increased throughout the 1990s, setting new records each year from 1994 to 1999. Many of the acquisitions involved huge companies and enormous dollar amounts. Disney acquired ABC Capital Cities for $ 19 billion, Bell Atlantic acquired Nynex for $ 22 billion, World com acquired MCI for $ 41.9 billion, SBC Communications acquired Ameritech for $ 56.6 billion , Traveler's acquired Citicorp for $ 72.6 billion, Nation Bank acquired Bank of America for $ 61.6 billion, Daimler-Benz acquired Chrysler for $ 39.5 billion, and Exxon acquired Mobil for $ 77.2 billion.

Merger Guidelines

Do Acquisitions Benefit Shareholders?

In the vast majority of antitrust challenges to mergers and acquisitions, the matters have been resolved by consent order or decree. The United States Regulators Commission have sought to clarify how they analyze mergers through merger guidelines issued May 5, 1992 (4 Trade Reg. Rep . [CCH] 13,104). These guidelines are law. nevertheless, the antitrust enforcement agencies will use them to analyze proposed transactions.

The 1992 merger guidelines state that most horizontal mergers and acquisitions aid competition and are beneficial to consumers. The intent of issuing the guidelines is to "avoid unnecessary interference with the larger universe of mergers that are either competitively beneficial or neutral."

The guidelines prescribe five questions for identifying hazards in proposed horizontal mergers:?? Does the merger cause a significant increase in concentration and produce a concentrated market Does the merger appear likely to cause adverse competitive effects Would entry sufficient to frustrate anti-competitive conduct be timely and likely to occur? Will the merger generate efficiencies that the parties could not reasonably achieve through other means? Is either party likely to fail, and will its assets leave the market if the merger does not occur?

The guidelines essentially ask which products or firms are now available to buyers and where could buyers turn for supplies if relative prices increased, which tends to yield lower concentration increases than Supreme Court merger decisions of the 1960s.

Rule 144: Selling Restricted Securities

When you acquire restricted securities or hold control securities, you must find an exemption from the US Regulator's registration requirements to sell them in the marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. This overview tells you what you need to know about selling your restricted or control securities. It also describes how to have a restrictive legend removed.

What Are Restricted and Control Securities?

Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company.

What Are Restricted and Control Securities?

Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company.

What Are the Conditions of Rule 144?

If you want to sell your restricted or control securities to the public, you can follow the applicable conditions set forth in Rule 144. The rule is not the exclusive means for selling restricted or control securities, but provides a "safe harbor" exemption to sellers .

The rule's conditions are summarized below:

1. Holding of the Period. The Before you Sell the any Tel Restricted Securities in May at The Marketplace, you of MUST Them for the HOLD A Certain period of Time. Begins at The Relevant Holding period the when were bought at The Securities and Fully Paid for. Holding period at The only Applies to Tel Restricted Securities .

2. Adequate the Current Information. There of MUST BE Adequate Current Information at The Issuer of the About the before at The Securities Sale at The CAN BE Made. This means that GeneRally at The Issuer has complied the with at The periodic Reporting requirements Type.

3. To Ordinary Brokerage Transactions. All Sales All in All Respects the Handled of MUST BE AS Trading Transactions routine, and the receive Brokers May Not A Normal More Within last Commission.

Can the Securities Be Sold Publicly If the Conditions of Rule 144 Have Been Met?

Even if you have met the conditions of Rule 144, you are still unable to sell your restricted securities to the public until you have removed the legend from the certificate. Only a designated transfer agent can remove a restrictive legend from your shareholding.

Since removing the legend can be a complicated process, an investor buying or selling a restricted security should engage a transfer agent to facilitate the procedures for removing a legend.

At The International's Financial Securities Regulatory Commission IS ESTABLISHED to the Promote Investor confidence in at The Securities and Capital Markets by PROVIDING More Structure and Government Oversight. At The Mission of at The International's Financial Securities Regulatory Commission IS to Protect Investors and Maintain Integrity of at The Securities Industry , overseeing Major Participants in at The Industry, Including Stock Exchanges, Broker-Dealers, Investment Advisors, Mutual Funds, and public Utility Holding companies. at The International's Financial Securities Regulatory Commission IS Concerned the Primarily the with Promoting Disclosure of Important Information, enforcing Securities Hurtado De Notaris, and Protecting Investors WHO InterAct the with these various organizations and individuals.


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The International Financial Securities Regulatory Commission

The International Financial Securities Regulatory Commission was established to promote investor confidence in the securities and capital markets by providing more structure and government oversight. The mission of the International Financial Securities Regulatory Commission is to protect investors and maintain integrity of the securities industry, overseeing major participants in the industry, including stock exchanges, broker-dealers, investment advisors, mutual funds, and public utility holding companies. The International Financial Securities Regulatory Commission is concerned primarily with promoting disclosure of important information, enforcing securities laws, and protecting investors who interact with these various organizations and individuals.

Crucial to the International Financial Securities Regulatory Commission's effectiveness is its enforcement authority. Each year the International Financial Securities Regulatory Commission brings more enforcement actions against individuals and companies that break the securities laws. Typical infractions include insider trading, accounting fraud, and providing false or misleading information about securities and the companies that issue them.

 

Aside from administering and enforcing federal securities laws in order to maintain fair, honest, and efficient markets, the International Financial Securities Regulatory Commission has continuously committed itself to disseminating information to the investing public in a timely and efficient manner, one channel of which is through its website that offers the public a wealth of informational resources.

Fighting securities fraud, however, requires teamwork. At the heart of effective investor protection is an educated and cautious investor. While it is the primary overseer and regulator of the securities markets, the works closely with many different institutions, including other Federal departments and agencies, the self-regulatory organizations, State securities regulators, and various private sector organizations.


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International Financial Securities Regulatory Commission on Investor Help

Investor Resource

A merger occurs when one firm assumes all the assets and all the liabilities of another. The acquiring firm retains its identity, while the acquired firm ceases to exist. A majority vote of shareholders is generally required to approve a merger. A merger is just one type of acquisition. One company can acquire another in several other ways, including purchasing some or all of the company's assets or buying up its outstanding shares of stock.

In general, mergers and other types of acquisitions are performed in the hopes of realizing an economic gain. For such a transaction to be justified, the two firms involved must be worth more together than they were apart. Some of the potential advantages of mergers and acquisitions include achieving economies of scale, combining complementary resources, garnering tax advantages, and eliminating inefficiencies. Other reasons for considering growth through acquisitions include obtaining proprietary rights to products or services, increasing market power by purchasing competitors, shoring up weaknesses in key business areas, new geographic regions, or providing managers with new opportunities for career growth and advancement. Since mergers and acquisitions are so complex, however, it can be very difficult to evaluate the transaction, define the associated costs and benefits, and handle the resulting tax and legal issues.

"In today's global business environment, companies may have to grow to survive, and one of the best ways to grow is by merging with another company or acquiring other companies," which in some cases are multibillion-dollar corporations.

When a small business owner chooses to merge with or sell out to another company, it is sometimes called "harvesting" the small business. In this situation, the transaction is intended to release the value locked up in the small business for the benefit of its owners and investors. The impetus for a small business owner to pursue a sale or merger may involve estate planning, a need to diversify his or her investments, an inability to finance growth independently, or a simple need for change. In addition, some small businesses find that the best way to grow and compete against larger firms is to merge with or acquire other small businesses.

In principle, the decision to merge with or acquire another firm is a capital budgeting decision much like any other. But mergers differ from ordinary investment decisions in at least five ways. First, the value of a merger may depend on such things as strategic fits that are difficult to measure. Second, the accounting, tax, and legal aspects of a merger can be complex. Third, mergers often involve issues of corporate control and are a means of replacing existing management. Fourth, mergers obviously affect the value of the firm, but they also affect the relative value of the stocks and bonds. Finally, mergers are often "unfriendly."

The International Financial Securities Regulatory Commission is established to promote investor confidence in the securities and capital markets by providing more structure and government oversight. The mission of the International Financial Securities Regulatory Commission is to protect investors and maintain integrity of the securities industry, overseeing major participants in the industry, including stock exchanges, broker-dealers, investment advisors, mutual funds, and public utility holding companies. The International Financial Securities Regulatory Commission is concerned primarily with promoting disclosure of important information, enforcing securities laws, and protecting investors who interact with these various organizations and individuals.


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Public Information at International Financial Securities Regulatory Commission

The International Financial Securities Regulatory Commission provides you with the latest public service information, including support guides, and special reports, summary of recent enforcements.

The Future of Mergers and Acquisitions

Beginning in 1980, with President Ronald Reagan’s administration, The International Financial Securities Regulatory Commission has adjusted its policies to allow more horizontal mergers and acquisitions. The states have responded by invoking their antitrust laws to scrutinize these types of transactions. Nevertheless, mergers and acquisitions have increased throughout the U.S. economy, including the health care industry, electric utilities, telecommunications corporations, and national defense contractors.

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Mergers and acquisitions (abbreviated M&A) refers to the aspect of corporate strategy, corporate finance management dealing with the buying, selling, dividing and combining of different companies and similar entities that can aid, finance, or help an enterprise grow rapidly in its sector or location of origin or a new field or new location without creating a subsidiary, other child entity or using a joint venture. The distinction between a “merger” and an “acquisition” has become increasingly blurred in various respects (particularly in terms of the ultimate economic outcome), although it has not completely disappeared in all situations.

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  1. Improper documentation and changing implicit knowledge makes it difficult to share information during acquisition.
  2. For acquired firm symbolic and cultural independence which is the base of technology and capabilities are more important than administrative independence.
  3. Detailed knowledge exchange and integrations are difficult when the acquired firm is large and high performing.
  4. Management of executives from acquired firm is critical in terms of promotions and pay incentives to utilize their talent and value their expertise.
  5. Transfer of technologies and capabilities are most difficult task to manage because of complications of acquisition implementation. The risk of losing implicit knowledge is always associated with the fast pace acquisition.

Only possible when resources are exchanged and managed without affecting their independence.

Although often used synonymously, the terms merger and acquisition mean slightly different things. The legal concept of a merger (with the resulting corporate mechanics, statutory merger or statutory consolidation, which have nothing to do with the resulting power grab as between the management of the target and the acquirer) and the business point of view of a “merger”, which can be achieved independently of the corporate mechanics through various means such as “triangular merger”, statutory merger, acquisition, etc. When one company takes over another and clearly establishes itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist, the buyer “swallows” the business and the buyer’s stock continues to be traded.

In the pure sense of the term, a merger happens when two firms agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a “merger of equals”. The firms are often of about the same size. Both companies’ stocks are surrendered and new company stock is issued in its place. However, actual mergers of equals don’t happen very often. Usually, one company will buy another and, as part of the deal’s terms, simply allow the acquired firm to proclaim that the action is a merger of equals, even if it is technically an acquisition. Being bought out often carries negative connotations; therefore, by describing the deal euphemistically as a merger, deal makers and top managers try to make the takeover more palatable.

A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly (that is, when the target company does not want to be purchased) it is always regarded as an acquisition.

Although at present the majority of M&A advice is provided by full-service investment banks, recent years have seen a rise in the prominence of specialist M&A advisers, who only provide M&A advice (and not financing). These companies are sometimes referred to as Transition companies, assisting businesses often referred to as “companies in transition.”

The Great Merger Movement was a predominantly U.S. business phenomenon that happened from 1895 to 1905. During this time, small firms with little market share consolidated with similar firms to form large, powerful institutions that dominated their markets. It is estimated that more than 1,800 of these firms disappeared into consolidations, many of which acquired substantial shares of the markets in which they operated, the vehicle used were so-called trusts. In 1900 the value of firms acquired in mergers was 20% of GDP. In 1990 the value was only 3% and from 1998 – 2000 it was around 10 – 11% of GDP. Companies such as DuPont, US Steel, and General Electric that merged during the Great Merger Movement were able to keep their dominance in their respective sectors through 1929, and in some cases today, due to growing.

Technological advances of their products, patents, and brand recognition by their customers. There were also other companies that held the greatest market share in 1905 but at the same time did not have the competitive advantages of the companies like DuPont and General Electric. These companies such as International Paper and American Chicle, saw their market share decrease significantly by 1929 as smaller competitors joined forces with each other and provided much more competition. The companies that merged were mass producers of homogeneous goods that could exploit the efficiencies of large volume production. In addition, many of these mergers were capital-intensive. Due to high fixed costs, when demand fell, these newly-merged companies had an incentive to maintain output and reduce prices, however more often than not mergers were “quick mergers”. These “quick mergers” involved mergers of companies with unrelated technology and different management. As a result, the efficiency gains associated with mergers were not present. The new and bigger company would actually face higher costs than competitors because of these technological and managerial differences. Thus, the mergers were not done to see large efficiency gains; they were in fact done because that was the trend at the time, Companies which had specific fine products, like fine writing paper, earned their profits on high margin rather than volume and took no part in Great Merger Movement.


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International Financial Securities Regulatory Commission on Warnings and Alerts

Aggressive Stock Promotions Target Unwary Investors

Aggressive Stock Promotions Target Unwary Investors

The International Financial Securities Regulatory Commission is warning investors to watch out for unsolicited investment offers, after receiving complaints about aggressive telephone stock promotions. Typical complaints describe high-pressure sales tactics and verbal promises that the stock will soon be listed at a higher price.

High-pressure sales tactics are a warning sign to investigate before you invest; a great investment opportunity should stand up to the test of further research. Federal securities law is designed to maintain fair and efficient capital markets. Unfortunately, unscrupulous individuals closely scrutinize the laws, looking for new ways to exploit unsuspecting investors.

One example of this is the "pump and dump" schemes that operated in the late 1990's. These operations used aggressive sales tactics to sell penny stocks to investors at inflated prices. After maximizing their own profit by creating an artificial market for the stocks, they left those same investors holding worthless shares. The penny stock dealers defended their actions by pointing out that sellers are free to ask any price for their securities on the open market - it is up to the buyer to decide what price they want to pay. While this philosophy is a cornerstone of the free market economy, these companies were not upholding the spirit of the law. The International Financial Securities Regulatory Commission established that the "pump and dump" operators were "not acting in the public interest" and the International Financial Securities Regulatory Commission put them out of business.

In a more recent example, the International Financial Securities Regulatory Commission has received complaints about abuse of the "Accredited Investor" exemption.

Generally, a prospectus must be issued before a registered representative can sell shares to the public, however there are exemptions to these requirements. The exemption allows a company to sell to qualifying investors without a prospectus.

Some unscrupulous salespeople have persuaded investors who do not meet the criteria to sign a form stating they are accredited, and invest in high-risk ventures.

They do this by suggesting that the government unfairly allows wealthy people to take advantage of the really great investment opportunities. The reality is that the exemption rule is in place to make it easier for small businesses to access capital, and provide protection to investors.

To protect your money:

•Be wary of unsolicited offers received over the Internet or by telephone.

•Check the registration and background of the person or company offering you the investment - you can call the International Financial Securities Regulatory Commission for additional information.

•Never sign documents you have not read, or do not accurately reflect your financial situation. If someone asks you to fill out a form with false information, ask yourself if this is the kind of person you should rely on for

.

Investors Beware of Certain Stock Promotion Practices

Investors Beware of Certain Stock Promotion Practices

The International Financial Securities Regulatory Commission is warning investors to beware of promoters who advise them to make misrepresentations about their financial status in order to qualify to invest in high risk exempt market securities. The concerns stem from increasing evidence of these practices in the market.

In a typical scenario, a potential investor receives a telephone call, often from a stock promoter or salesperson that they do not know. Investors should be particularly wary of investment advice given by total strangers, particularly when the advice comes in a "cold call" or over the Internet. The promoter may recommend a particular stock, and note that the investment is limited to accredited investors but that this is a technical requirement, and that an exception will be made for this investor. This advice would see the investor lie about their financial situation to qualify to buy the securities.

The International Financial Securities Regulatory Commission advice to break the law should be a further red flag for the potential investor - after all, if the promoter is recommending that one rule be broken, what assurance does the investor have that other rules will not also be broken, resulting in financial loss?

The reasoning behind this exemption is that if you meet these criteria, you can afford professional advice and can afford to take on a higher risk with your investment activities. If you do not meet the criteria, the investment likely carries more risk than you can afford.

Often, the promoter also makes statements about the stock's likelihood to make investors rich, either because its value is destined to increase dramatically or because it is about to be listed on a stock exchange. Those statements are further violations of the Securities Act.

Pump and Dump and Stock Swap Scam

Pump and Dump and Stock Swap Scam

The International Financial Securities Regulatory Commission is warning investors of a two-stage stock scam involving worthless stock, "swaps" and salespeople claiming to represent legitimate companies.

The International Financial Securities Regulatory Commission has received complaints concerning this scam from various investors.

Stage One: The Pump and Dump

In a typical "pump and dump" scheme, an investor is approached by a brokerage house's salesperson, and offered an incredible deal on a stock described as a once-in-a-lifetime investment.

The stock is likely to be a US-based, over-the-counter, smaller company stock worth fractions of a cent. The brokerage house, while holding a large block of the stock, actively promotes the stock so that the price is driven significantly upward.

Once a sufficient number of investors have overpaid for the stock, the brokerage house ceases to support the market for the stock and the value of the stock falls dramatically, usually to less than one cent per share.

The "brokerage house" promptly closes up shop, and the victim is left holding worthless stock for which there is apparently no demand.

Stage Two: The Stock Swap

Still holding worthless stock, the investor is approached by someone posing as a sales representative of a legitimate-sounding company. It is important to note that the company named was not involved in the scam. The scam artist simply used the name of a legitimate company to make his pitch believable.

The sales representative told the victim that he represented a group of clients trying to acquire stocks that had recently declined, in order to receive tax cuts. The sales representative proposed that the victim swap the worthless stock for recognized blue chip stock held by the tax-burdened clients.

For the purposes of the swap the victim's stocks would be valued at the price(s) that the victim paid.

Since the blue chip stock was priced higher than the value of the victim's stock, the victim was required to pay the difference in the value of the stocks. In one case, a victim submitted US$ 15,000 to an international bank where the suspect held an account. The victim did not actually receive the blue chip stock, but instead was swindled a second time.

Approach Mini-Tenders with Caution

Approach Mini-Tenders with Caution

The International Financial Securities Regulatory Commission, concerned that investors might be selling stock at below-market price based on misleading information, reminds investors to carefully review any offer for their shares. Firms or individuals who seek to buy shares at below-market price should warn shareholders that the offer price is below the market price and clearly calculate the final price to be paid for the shares. In addition, they should describe investors' right to withdraw from the offer, known as a mini-tender.

How do mini-tenders work?

Shareholders receive an offer for their shares, usually at a price that is much lower than the market price of the shares. The mini-tender offer or tries to buy less than 20% of the target company's shares so they don't have to file documents with the securities commissions, or communicate with shareholders. They profit by selling the shares on the open market at a higher price.

Mini-tenders should not be confused with take-over bids, which involve larger numbers of shares. Once you agree to a mini-tender you are normally locked into the deal, but in a take-over bid you may be able to change your mind. Another difference between mini-tenders and take-over bids is that the target company doesn't need to tell its shareholders about the mini-tender offer. In a take-over bid the company must notify all shareholders.

What are the risks?

You may misunderstand the offer and feel pressured to sell the shares at the offer price, or not realize that the offer price is lower than what you could get by selling the shares on the open market. Offer or that rely on such misunderstandings may be violating the anti-fraud provisions of federal securities laws. The offer or can terminate its offer at any time, delay payment for the shares, and change the offer. They may decide not to buy the shares at the last minute. Mini-tenders usually benefit the offer or at the expense of investors.

Why would anyone participate in a mini-tender?

You might participate to avoid brokerage commissions that would make selling the shares very costly, such as when you sell a small number of shares, or when the shares are hard to sell. Check with your adviser to see if a mini-tender is in your best interests.

Some tips:

•Understand how it works, before you sign. Is the offer a mini-tender or a take-over bid?

•Check the market price of your shares. Compare the market price with the offer price.

•Don't give in to high pressure sales tactics. Research the offer and the current value of your shares.

Be on the Alert for Boiler Room Tactics

Be on the Alert for Boiler Room Tactics

If you get an unsolicited telephone call about an investment opportunity, be alert to the signs of fraud, warns the International Financial Securities Regulatory Commission. You might be a target of a boiler room operation. Boiler room operations wear many disguises, and they are once again rearing their ugly head in. Boiler room operators hope to give you a false sense of security with promises of quick profits - but the only ones that profit are the scam artists, at your expense.

They may be located in the financial district near reputable firms, but their address may be nothing more than a rented space tucked away from the public eye. Rarely, if ever, are the offers they peddle to your benefit. Why would a complete stranger call to offer you a no-risk, high-return investment? It is too good to be true.

To gain your trust, the salesperson may boast of a business idea that sounds probable - perhaps a company in the medical industry with a new technological breakthrough for detecting cancer. The pitch is that with your investment, the company could go public on the stock exchange and make you more money. The scam artist may also try to play on your sympathies - he or she may know that cancer has taken the life of someone dear to you. Or perhaps they know that you are a busy professional, with extra income to invest, and little time to do your own research. Regardless of the background, the investment opportunity will be sold on the promise of quick profits.

If the offer is really such a great deal, there should be no need for a broker to cold call strangers to promote it. Ask yourself why they are calling you.

To avoid becoming a victim of a boiler room, watch out for:

•Unsolicited phone calls. Don't be afraid to tell a salesperson not to call again, or simply hang up.

•High pressure sales tactics and repeat callers. Take the time to research any investment opportunity and get a second opinion.

•Promises of high returns with no risk. Any investment that offers returns higher than the bank rate has risk. If you invest in a high-risk investment, you must be financially prepared to lose your money.

•Setups. With the first call, the scam artist may only try to gain your trust by offering information about the company and their alleged success. This is a setup for future calls, when you will be pressured to buy.

•Unregistered salespersons. Check the registration of the person offering you the investment by contacting the International Financial Securities Regulatory Commission.

The Pitfalls of Ponzi Schemes

The Pitfalls of Ponzi Schemes

The International Financial Securities Regulatory Commission is warning investors to steer clear of Ponzi-style investment schemes; many con artists use this process to get your money.

The first known Ponzi scheme was operated by Carl Ponzi himself. In 1920's Boston, Ponzi collected $9.8 million from 10,550 investors, including 75% of the Boston Police force. Ponzi then delivered $7.8 million to his investors as "return" on their investments and spent the rest of the money. Ponzi's original investors were please with their "returns" that they happily helped him find more investors. The Ponzi scheme thrived until the media took notice; Carl Ponzi was finally arrested and ended up in bankruptcy court. In the end everyone lost money; the bankruptcy trustee sued the individuals who made gains from the Ponzi scheme so Carl Ponzi's debts could be paid to his creditors.

How did Ponzi lure so many people into his scheme? Investors were attracted to Ponzi's plan because he guaranteed high returns over a short period of time - profits of 50% every 45 days. Unfortunately, these returns were paid from the investors' own money and the contributions of other investors. The essence of the Ponzi scheme is that money is ‘borrowed from Peter to pay Paul.'

Today's Ponzi schemes look like real investment opportunities. These schemes work well because:

•Investors receive "interest" checks (which are really the return of their own money), and they encourage their friends and family to invest;

•Investors regularly receive account statements that show profits (which are not real);

•Investors rarely research the investment, or check the background of the person offering the investment.

•The Ponzi operator often convinces investors to put their ‘profits' back into the Ponzi; ultimately they lose their original investment plus any profits they may have earned. Ponzi schemes spread by word of mouth. As more people hear of the apparently profitable investment, more investors want to get in on it. Early investors are paid out of money from new investors, at times for many years until the Ponzi collapses. The Ponzi scheme comes to an end when the number of new investors inevitably falls. With fewer new investors, there is no new money to pay the returns. If you lose your money to a Ponzi scheme, chances are you will not get your money back.

Although a Ponzi scheme can be difficult to spot, the following tips will help you protect your money from con artists:

•Watch out for investment promotions that offer guaranteed high returns and low risk. If an investment has a high return, you are taking a large risk with your money.

•Check the registration of the investment, and the person or company offering it. Many Ponzi operators are not registered to sell securities, nor is the investment itself registered.

Is it Independent Research or Paid Promotion?

Is it Independent Research or Paid Promotion.

The International Financial Securities Regulatory Commission is encouraging the public to consider the difference between marketing publications and investment advice. Unsolicited investment newsletters are commonly sent out by fax and e-mail by firms that are paid to promote investments. Before you act on the material, consider that it may not give you a balanced picture.

Promotional Language:

•Headings such as "Hot Tip" and "Special Alert" will attract your attention to information that seems authoritative and professional, but may not provide the whole story.

•Statements like "the potential to make our readers wealthier than they ever imagined"- potential is not a guarantee.

•Claims that other smart investors are already following this advice - in the hopes that you will follow the crowd.

What you should watch out for:

•Fine print that contradicts what's promised in the newsletter. Look for statements like "The reader assumes all risk as to the accuracy and the use of this document."

•Free stock research that you didn't ask for. Chances are that someone who doesn't know anything about you or your investment objectives doesn't have your best interests in mind.

•Promotions for companies that are not listed on a stock exchange. These companies may be subject to less regulation and have fewer disclosure requirements - which means higher risk.

•References to current events like commodity shortages and global terrorism to create a sense of urgency. These are high-pressure sales tactics.


Jack M. Fairchild jun 2 16, 04:45
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Resources at International Financial Securities Regulatory Commission

Borrowing to Invest: Understanding Leverage

The International Financial Securities Regulatory Commission created this guide to help you understand how leverage is used in investing. It is intended as an overview of borrowing to invest. Before you invest with borrowed money, make sure you understand the risks of using a leverage strategy in your portfolio.

What is Leverage?

Leveraged investing is defined as borrowing money to finance an investment. You are familiar with the concept of leverage if you've ever:

•Borrowed money to make additional contributions
•Used a credit line for investing
•Bought securities on margin from an investment dealer
Both individuals and companies use leverage as an investment strategy; a company with a lot of debt is considered highly leveraged. Leverage can be an effective way to boost returns in your investment portfolio, but you should also understand the potential consequences of borrowing to invest.

Leverage magnifies your losses as well as your gains, and you must be able to withstand those losses if you are going to use borrowed money to invest. The leveraged investment should be suitable to your investment goals and objectives and consistent with the "know your client" information that you have provided to your dealer or adviser. It is both your responsibility and your adviser's to ensure that you understand the investment, and are comfortable with the risk level.
Can You Handle the Risk?

Is leverage right for you? Ask yourself these questions:

•Do you understand the risks of borrowing to invest?
•Can you afford to lose the collateral you pledged as security for the loan?
•Do your leveraged investments fit your risk tolerance profile?
•Are you able to comfortably pay back your loan?
•What are the interest and repayment terms of your loan?
•Are you monitoring interest rates and inflation? Do you understand their effects on your return?
•How much money will you lose in your worst-case scenario? Can you afford it?
•Are you aware of the tax consequences that apply to your investment?

Lesson #1: The Secured Investment Loan

John Doe uses $50,000.00 from a bank line of credit to buy stocks. He secures the credit line using his home as collateral. This type of investment is a form of leverage, because John is using borrowed funds to finance his investment in stocks. John hopes that the value of his investment will increase to the point where he earns more from the investment than he is paying toward the interest on the line of credit.

If John's investment decreases in value, he still has to make his monthly line of credit payment at the amount he originally negotiated. If John cannot make his monthly payment, he may have to sell the shares even if they have decreased in value. If the value of the shares does not cover the balance owing, he may be forced to sell his home.

Any asset used as collateral, including your house, can be taken by your creditor to satisfy the debt.

Lesson #2: The Mutual Fund Loan

Larry has $75,000 saved for his retirement, which is five years away. Concerned that his savings will not support his lifestyle, Larry consults with a mutual fund salesperson. He tells Larry that a lender will match the amount of Larry's investment with a $75,000 loan, which he can use to invest in more mutual funds.

According to the salesperson, Larry will easily be able to make the monthly interest payments on the loan by selling a small portion of the mutual funds each month. In this example we assume that fund companies allow 10% of holdings to be sold each year without triggering deferred sales charges.

This strategy will only work if the value of the new mutual funds steadily increases. If the funds decrease, Larry will still have to make the interest payments on the borrowed money. Larry should also realize that the mutual fund salesperson receives a commission check for the initial sale of the funds, and may receive ongoing commission (trailer fees). Larry might also consider whether he wants to go into debt for an investment that can fluctuate in value, considering his approaching retirement.

Investors should always be in a position to be able to pay for investment loans out of cash flow. Closely consider the fees associated with this type of investment. Many investors use leverage in this way to contribute more money and generate a higher tax refund. A common strategy is to use the tax refund to pay off or pay down the loan, decreasing the amount of interest payable.

Advanced Leverage Techniques

Buying on Margin

When you buy securities on margin, you pay for a portion of the value of the securities purchased, and borrow the rest of the money from a registered investment dealer. Under federal securities laws, your investment dealer can only loan you a set of percentage of the value of your investment, known as the maximum loan value. The maximum loan value depends with the type of securities you are buying.

What Are the Risks of Borrowing on Margin?

If the value of your loan exceeds the allowed loan value, the dealer makes a margin call, requesting that you deposit more money into your account to protect the loan. If you cannot meet the margin call, the dealer can sell some or all of your investment, even at a loss, to make up the shortfall.

In times of market decline, margin borrowing can be a quick way to lose money. While you can buy more securities using margin than you could without a loan, you could lose more than what you paid for the investment. You should be prepared to deposit more money on short notice, in order to meet margin requirements in a fluctuating market.

Short Selling

Short selling is a leveraging strategy that lets you take advantage of market declines. If you think the price of a security is going to drop, you can borrow shares of that security from your investment dealer and sell them at the current high price. If the share price falls, you can purchase the shares at the lower price on the open market and "return" the borrowed shares to your dealer. You profit by selling shares at the higher price, and buying at the lower price.

What are the Risks of Short Selling?

You are speculating that the security value will fall, so you can lose money if the value rises instead. Margin requirements for short selling are much higher than typical margin borrowing, because of the risk of using borrowed shares.

When borrowing on margin, understand what your obligations are, and ensure that you can meet those obligations. If you cannot pay the interest or meet a margin call on your account, the investment dealer has the right to sell your securities, even at a loss. It is not a good idea to use short selling unless your cash flow can easily cover potential losses.

How to Buy and Sell Stocks

Okay, so you've decided you want to try investing in the stock market, but how do you actually go about buying and selling stocks?

Well, there are two main ways you can go about trading stocks. The first to work with a financial adviser or salesperson that is registered with the International Financial Securities Regulatory Commission. Based on his training, knowledge of the various available stocks, and the quality of research his firm and other firms may do on companies, the salesperson should be able to recommend stocks that meet your objectives. He must work for a company that is also registered as an investment dealer and the firm must also be registered.

The second method is to go directly to a company registered as an investment dealer instead of going to a registered salesperson for advice first. Many people have self-directed accounts at discount brokerages and manage their own portfolios. But you need to be pretty savvy to be able to sift through all the information that's available out there on various investments and then decide where to invest your money.

Whether you deal with a salesperson at a dealer, or buy and sell online or over the phone, there are some key decisions you have to make with respect to making your trade orders.

The price of stocks and bonds can change from second to second throughout the day, depending on how much investors are willing to pay for them. Both the amounts you pay for them and make back when you sell later on can depend on how quickly your order is processed, or what instructions you give your dealer to handle your order.

Market Orders and Limit Orders

Placing a "market" order gives your dealer permission to buy or sell stocks for you at whatever the price for the stock is at the time.

On the other hand, placing a "limit" order gives you more control over the price your salesperson or dealer buys or sells at, but your order may not be filled right away.

A limit order allows you to set a price limit for the stock your salesperson is trying to buy or sell for you. You will not end up paying more than the limit. If you're selling some of your stock, the order will go through at or above the price you set, so you'll never end up selling your stock for less than you expected. If the price of the stock is not within your ‘limit order,' you may not end up buying or selling the stock at all.

Types of Limit Orders

You can increase your chances of the order going through by placing a certain type of limit order. For example, a "day" order can be placed, but is only good for the day the order is entered. When an "open" order is placed, it is good for a maximum of 30 days, or a GTC (good till cancelled) order can be placed, and is good until it is cancelled by you.

Orders will only be processed if you either have money in your brokerage account, or have arranged for a margin account which allows you to borrow money from the dealer for part of your investments.

If you buy a stock, the value of your investment will increase or decrease depending on a variety of factors that can affect the price of the stock, including the wellbeing of the company, the economy, and the amount of stock available to be traded.

Investing and the Internet - Be Alert to Signs of Fraud

The internet can be an invaluable tool for investors and offers a wealth of information about financial markets and personal investing. News services, government agencies, stock exchanges, mutual fund companies, securities and financial advisers have established literally hundreds of websites that provide up-to-date information on investing and products. With just a few keystrokes, an investor with a computer and modem can have access to more educational materials and current market data than ever before.

Investors who venture into the online world, however, should keep in mind that the power of the Internet is also being exploited by investment con artists and fast-buck operators who want nothing more than to separate you from your hard earned money.
The International Financial Securities Regulatory Commission has mounted important new programs to stop cyber-fraud, but there are still many places on the Internet for swindlers to set up shop. This does not mean that cyberspace should be avoided, but it does mean that investors should be alert to improper practices such as:

Unregistered Trading

The law requires that people in the business of trading or advising in securities be registered or licensed in the state or territory in which they do business. Increasingly, dealers from abroad are advertising their services over the Internet and the World Wide Web and are accepting clients and conducting business in jurisdictions where they are not registered.

Online Touts and Promotions

Online bulletin boards, news groups and discussion groups dedicated to investment topics can be effective forums for investors to share ideas about personal finance. Unfortunately, some con artists have used these forums to tout specific securities for their own enrichment. Frequently using aliases, these con artists post messages calculated to spark interest in a security, usually one that is traded on a venture capital or over-the-counter market.

The messages sometimes take the form of testimonials or fake conversations. They often include unsupported share price predictions or 'hot tips' about important news that has not been publicly disclosed. What the messages do not disclose is that the person is hyping the security only for personal gain.

Misrepresentations

Information that appears on a computer is not necessarily true. Regulators are receiving an increasing number of complaints about misrepresentations in investment information distributed through the internet or by email.

Often the misinformation has been posted anonymously or through an alias, making it difficult to determine its origin. In other cases, the mis-statements are made by companies or financial advisers who do not take the same care in preparing electronic communications as they would in preparing an official filing for regulators.

Manipulation

Through anonymous online touts and misrepresentations, cyber-schemers have used the internet to help them artificially run-up the price of thinly traded securities.

•Unwary investors read about hot tips, huge potential profits and limited risk, but they aren't told that the vast majority of shares are held by a small group of people who are behind the hype and promotion.
•As investors rush to the market to 'get in on the ground floor,' the inside group cashes in, selling its cheap shares into the rising market.
•When the hype-fueled share price falters, the promoters may blame unnamed short sellers and may inflict even more damage on victims by urging them to 'average down' by buying additional shares as the price drops.
•The security often disappears from sight soon after, and investigators are left to post plaintive messages: "Whatever happened to Company X?" These manipulative schemes have been played out for decades, but the internet makes it easier for fraudsters to reach a wide audience of unsuspecting investors.

Illegal Distributions

The power of the internet has tempted many new ventures to try to sell securities to the public illegally. The general rule is that securities can be distributed to the public only after the regulators have vetted the company's. Even then, the securities must be distributed through a registered dealer.

New schemes are being uncovered regularly in which companies are advertising and selling securities to the public via the Internet without having filed a prospectus and without fulfilling the legal requirement to provide investors with detailed information about the company and its securities.

Protecting Yourself Against Online Fraud

Some of the abusive investment schemes in cyberspace are indistinguishable from those that have been used elsewhere for decades. The online world, however, represents an enormous advance in the ability of con artists to victimize the unwary.

Some simple precautions can keep you from becoming a victim.

Don't believe everything you read.

•Evaluate the information you get online in the same way that you would a whispered hot tip from a stranger.
•Exercise healthy skepticism and remember how easy it is for people to disguise their identities online.
•Keep in mind that investment schemers will often talk up projects in remote corners of the globe that can't be easily checked out, or use endless technical jargon that can only be understood by experts Don't assume you know whom you are talking to.
•Bulletin boards and discussion group participants may not be who they say they are.
•Those who recommend specific securities may have not investment qualifications and may well have ulterior motives.

Don't assume that your online service provider polices its investment bulletin boards.

•Most don't.
•The volume of postings often swamps the ones that try.
•Often there is nothing to stop a con-artist from posting one or 100 pitches for a swindle Don't buy thinly traded, little known securities on the basis of online information.
•These are the securities most susceptible to manipulation.
•Unlike blue-chip stocks, the price of thinly traded, low priced shares can be moved significantly through relatively small strategic trades, this is why online hype usually concerns little known junior companies.
•Always take the time to do your own research based on reputable information sources Don't get suckered by claims made about 'inside information'.
•Investment bulletin boards and discussion groups are riddled with supposed hot tips that are sure to send some stock soaring in value
•Ask yourself, "If this is such great news, why are they telling me?"
•These hot tips are seldom, if ever, true.
•Even if they are true, trading on inside information is illegal.

Be on the lookout for conflicts of interest.

•Some of the people who analyze and recommend securities online are being paid by the company whose shares they are recommending. Some disclose this fact, while others make no mention of their conflicts of interest.
•Make sure you know why someone is enthusiastic about an investment opportunity Make sure that the security has been qualified for sale and is being sold by a person properly registered with your securities regulator.
•Securities regulations designed to protect investors from fraud and abuse do apply in cyberspace.
•The failure of companies, dealers or advisers to comply with regulations is often a red flag highlighting a potential investment scam.
•Your securities regulator can tell you whether an individual or company is registered to trade or advice in your area and whether the company selling the securities has filed a prospectus.

Ten Tips to Keeping Track of Your Investments

With our busy lives, it's often difficult to keep track of our investments. You may find that you only review them once a year. However, it's important that you keep on top of your finances and review on a regular basis. Here are some tips to help you.

1.      Read and keep all your financial documents.

This includes your account statements and prospectuses. These contain important information about your investments, any associated risks and your returns. Many investors are now offered simplified prospectuses that are easier to read and understand.

2.     Check your trade confirmations against your account statements, and report any discrepancies.

Look for any unapproved transactions or fees. It's important that you catch and resolve any errors immediately. This is much better than having to resolve things months down the road.

3.     If you don't receive regular account statements, follow up immediately.

This is often the first sign that you are the victim of identity theft. Con artists who steal your mail get lots of information about you, and are then able to apply for credit in your name. If you suddenly stop receiving your regular statements, report it immediately.

4.     When you speak with your adviser, take notes.

You should keep records of all your conversations, including your instructions and your adviser's advice.

5.     Ask questions about your investments.

If you don't understand something, speak up. Verify the information with a credible source.

6.     Even if you don't trade online, consider getting Internet access to your account.

Internet access allows you to review your account whenever you want. It's much easier to monitor your account if you can check it online at anytime. Periodically check the balance of your portfolio and bank account. This allows you to track your returns and enables you to catch problems early on.

7.      Meet with your adviser and visit the firm.

While many transactions can be made over the phone, it's important to meet with your adviser at least once. This helps you develop a relationship and understand their investment philosophy. Check out the firm and ensure you feel comfortable having them handle your account.

8.     Conduct independent research on your investments.

Read financial statements, and learn about the company's business risks before you invest.

9.     Periodically review your portfolio.

Make sure it matches your current investment objectives. Most investors find that their objectives change over time. Ensure that your adviser understands your current financial situation and has developed an appropriate plan.

10. Check registration by calling your securities regulator

Anyone selling securities or providing advice on securities has to be registered with a regulator. Find out if they are registered, what they are registered to sell, and if there are terms and conditions attached with their registration.

Are Your Money Styles a Match?

For couples planning their wedding, financial considerations don't end once the caterer's been paid. In fact, deciding on a wedding budget is just the first of many important financial decisions you will make together. To build a strong financial future, you must first understand your own individual approach to money management and then compromise to determine your approach as a couple.

Following are the money styles

The Savvy Saver

The only thing you can recall more quickly than your phone number is your bank balance. You know your budget and you stick to it. You understand that borrowing is an important and useful tool if it is managed carefully. You have goals for the future and a plan to get there. Saving is a top priority for you. You beef up your savings before you splurge on a cute pair of shoes or a cool gadget for your car. You've got top-notch financial habits that will put you in excellent shape for the future. Just remember that it's OK to splurge now and then! Being financially prudent to ensure a prosperous tomorrow doesn't have to come at the expense of those little luxuries that keep you happy today.

Sometimes Savvy, Sometimes Super Shopper

You approach financial issues like a restaurant menu. A little voice tells you that you should have the 'side salad' instead of the 'baked potato with sour cream.' Sometimes you listen, sometimes you don't. You often know what you should be doing with your finances, and at times you are quite disciplined about budgeting and saving, but you can also let it slide when the call of the mall becomes too enticing. You have some idea of your expenses, and know how much money you should be setting aside for any big, upcoming expenses, such as a wedding or a first house. You should write out a manageable budget and find a way to stick to it. The trick for you will be identifying the things that have knocked you off course in the past and develop a proactive plan, like setting aside a certain amount of fun money each week to save towards the splurge items.

"The next round's on me!"

Tax-efficient investing, portfolio diversification, asset allocation - all incredibly boring topics to you; they just get in the way of more important subjects that occupy your day. Your budgeting plan doesn't go beyond the next one or two paychecks. You've felt the pinch of debt, most likely to do with your credit cards. You need to take a careful look at your finances and develop a long-term budget. Reviewing your plan with a financial adviser makes good sense. Having never stuck to a budget in the past, you will need to work hard at developing some discipline. It would be a wise move to set up automatic withdrawals (weekly or monthly) for your savings to make it easier to stick with your plan.

What's Next?

Not surprising, most couples have slightly different takes on life, and money is no different. You don't have to have the same money style as your spouse. But, it's important for you to recognize the differences and find ways to compromise.

Seeking the help of a financial adviser can be useful for couples with similar or very different money styles. Money is an emotional issue and an adviser can offer an impartial viewpoint that is based on financial expertise - not family politics. If you've already found an adviser and have taken steps to discuss your future finances, good for you! Best wishes for a long and happy future together!

Penny Stocks

Penny stocks are low-priced stocks that typically start out at less than one dollar per share. They are sold on the premise of significant potential growth.

Very often, companies issuing penny stocks are new to the market. They may not have been in business long enough to establish a proven track record or credible financial history. Another characteristic may be an inexperienced management team. These factors undermine market reception and the ease with which penny stocks can be traded.

Anyone investing in penny stocks should be aware that - when they may want to sell his or her stock - a market may not exist. Penny stocks are 'priced low' for a reason.

Despite their bargain basement price, penny stocks are high risk. Unless you have the financial resources to withstand the loss of your initial investment and target returns, penny stocks are not for you.

Get the Facts

Why is it so important to get the facts?

Penny stocks are extremely vulnerable to manipulation. Promoters intent on misleading or defrauding investors are counting on you not to do your homework.

A common scam is the "pump and dump." In this situation, a promoter accumulates an inventory of penny stocks. Using high-pressure sales techniques, the stock is 'pitched' to clients. Clients (or investors) are found by any means in the interest of making a market. In the course of events, the price of the penny stock will rise (possibly to several dollars per share). As long as the promoter is able to locate new investors or encourage current clients to increase his or her holdings at a higher price, the scam continues. All the while, the promoter profits. When the scam has run its course, the stock becomes illiquid and the price falls. Hapless investors are left holding the now-worthless stock.

Where to Go for Information

Unscrupulous promoters are inventive and persistent. Using any means possible, they may spread false information. It pays to double-check their claims through other sources.

Corporate information comes in many forms including:

•Annual and quarterly reports
•Financial statements
•Prospectuses

These can be obtained from the public library system, your dealer or adviser, and stock exchanges.

Stock exchanges have minimum listing requirements that a company must meet before its securities can be traded on that exchange. Among other things, these requirements relate to a company's finances, management, and share ownership. If a company is not able to meet these minimum requirements, they may trade on the over-the-counter market. The over-the-counter markets consist of a network of dealers who trade among each other either on behalf of individual investors or themselves.

The Changing Markets

Traditionally, penny stocks trade on junior exchanges or over-the-counter markets. Investors benefit from a well regulated, fair and accessible market with enhanced protection through uniform regulatory standards, consistent enforcement, and improved market information.

How Will I Recognize a Penny Stock Scam?

There are a few tell-tale signs:

Unsolicited telephone calls. Be skeptical of an unknown salesperson calling to offer you "a fantastic investment opportunity.
Promises of a great rate of return. No dealer or adviser can guarantee an exceptional rate of return, and the law prohibits promises of such future returns.
High-pressure sales tactics. Do not be pressured into making hasty investment decisions.
Claims of little or no risk. If the projected rate of return is high, the associated risk is likely to be high as well.
Offers to discount commissions. Commissions that are charged for sales of penny stocks are often at rates higher than normal.
Claims of "inside" information. It is illegal to trade on the basis of confidential or "inside" information. The penalties of insider trading can be severe.
Reluctance to provide shareholder information. A salesperson should not hesitate to provide you with the information, which may include a prospectus that is necessary for you to make an informed decision.

The International Financial Securities Regulatory Commission has pursued and shut down long-standing securities firms for conducting "pump and dump" scams. Whether it's a cold call or a well-known firm in the community, gets an independent opinion, or do your own research. The International Financial Securities Regulatory Commission is at the forefront of investor protection but you can make a difference by understanding how the market works.


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International Financial Securities Regulatory Commission: Accountability and Governance

The Board of International Financial Securities Regulatory Commission

The International Financial Securities Regulatory Commission is a Statutory Board. The role and responsibilities of a Statutory Board and its members are set out in the Statutory Boards Act 1987 (except where this Act is varied by the Financial Services Act 2008). Appointments to the Board of Commissioners are approved by the Homeland Security and/or Congress.

The Board of the International Financial Securities Regulatory Commission consists of not less than seven qualified people appointed by Treasury and approved by Homeland Security and/or Congress. The Board currently comprises a Non-Executive Chairman and Non-Executive Deputy Chairman, the Chief Executive and a further four Non-Executive.

Commissioners

The quorum of the Board is three Commissioners.

Commissioners normally go out of office five years after appointment and their remuneration is set down by Order.

Routine meetings of the Board are held monthly, generally on the last Thursday of a calendar month and additionally on an ad hoc basis as required. Quorums of the Board also meet as necessary to: hear license applications; review risk and internal control matters (RICC); agree staff remuneration; determine appeals relating to complaints; and hold license holder disciplinary reviews.

The constitution of the International Financial Securities Regulatory Commission and its functions are described in Schedule 1 to the Financial Services Act 2008. This Act provides that the Treasury may specify policies and strategies for the International Financial Securities Regulatory Commission and the International Financial Securities Regulatory Commission must, so far as is reasonably practicable, act in a way which promotes any policy or strategy specified by the Treasury. The International Financial Securities Regulatory Commission Board members are responsible to the Treasury for the proper operation of its regulatory powers and its compliance with the requirements of the Financial Services Act.

Corporate Governance

As a regulator the International Financial Securities Regulatory Commission is subject to challenge in carrying out its functions, and is financed out of public funds. These factors impose a strong responsibility on the International Financial Securities Regulatory Commission to demonstrate that it is acting properly at all times, in the same way that International Financial Securities Regulatory Commission expects a similar behavior from its license holders.

The International Financial Securities Regulatory Commission operates under a Corporate Governance Framework which incorporates the requirements of the International Financial Securities Regulatory Commission Corporate.

Memorandum of Understanding

The International Financial Securities Regulatory Commission Treasury and the Commodity Market Regulatory Commission are parties to a Memorandum of Understanding. It sets out the framework for co-operation between the Treasury and the International Financial Securities Regulatory Commission. In particular, it establishes arrangements to ensure that the International Financial Securities Regulatory Commission is accountable to Treasury for its actions, and clarifies the circumstances in which liaison and dialogue can flow between both parties.

Accountability and scrutiny

The International Financial Securities Regulatory Commission is accountable and subject to scrutiny in the following areas:

•The Homeland Security and/or Congress: appointment of Commissioners, Corporate Plan, new legislation;

•Government and Treasury: strategic objectives, legislative policy and proposals, budgeting and funding, establishment headcount;

•Industry: consultation on regulatory and supervisory proposals;

•Home regulators of licensed institutions.

The International Financial Securities Regulatory Commission regulatory and supervisory approach is also subject to ongoing review by standard-setting organizations including the International Monetary Fund and the FATF.

Transparency

The International Financial Securities Regulatory Commission endorses the principles of openness and transparency contained in the Code of Practice on Access to Government Information and, in fulfilling its functions, the International Financial Securities Regulatory Commission endeavors to be as open and transparent as possible without compromising confidentiality.

Finance

The International Financial Securities Regulatory Commission operates within a budget agreed with Treasury, and within a headcount restriction set down centrally within Government. International Financial Securities Regulatory Commission revenue and expenditure is audited annually by the Government’s external auditors, and the International Financial Securities Regulatory Commission is subject to review by the Government’s internal audit department.

The International Financial Securities Regulatory Commission publishes its financial statements each year as part of its Annual Report.

Delegated Authorities

The Board has put in place a delegation of responsibility framework within the International Financial Securities Regulatory Commission management system. This framework identifies the persons responsible for developing and exercising control procedures and for promoting a compliance culture within the International Financial Securities Regulatory Commission.

The powers delegated to the Chief Executive include:

•Changes in license conditions attached to a license

•Extensions to licenses to include new schemes etc.

•Surrender of lapsed licenses

•Restructure of organizations and sale or merger of license holders

•Approving recognition of collective investment schemes

The Chief Executive in turn delegates certain matters within the Executive.


Jack M. Fairchild jun 2 16, 04:40
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