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Securities Acts of 1933 and 1934   are the cornerstones of U.S. laws and were passed in response to some of the abuses and failures of markets contributing to the crash of 1928. The ‘33 Act regulates public offerings by requiring written and detailed registration and description of the securities being sold and certain waiting periods to give investors research opportunity.  Small offerings under $10 million are subject to special federal and state laws that are less restrictive. The  ’34 Act regulates public companies requiring regular disclosures, proxy solicitation, events like mergers and tenders and also fraud and market manipulation by participants (an extension of common law).  The ’34 Act also regulates broker –dealers of securities. To include potential conflict of interests, net capital rules, investor protection insurance and extension of credit (margin).  The basic concept is that by timely, full disclosure of information, investors can protect themselves.  The Securities and Exchange Commission enforces the laws.

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