What is SEC Rule 411?

Asked by: Ms. Kaci Bayer  |  Last update: May 21, 2025
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Rule 411 states that incorporation by reference into a prospectus (as distinct from the incorporation of exhibits to registration statements) is prohibited unless the form specifically permits it.

What is the rule 411 of the Federal Rules of Evidence?

Liability Insurance. Evidence that a person was or was not insured against liability is not admissible upon the issue whether the person acted negligently or otherwise wrongfully.

What is the rule 411 under the Securities Act and Rule 12b 23 under the Exchange Act?

Rule 12b-23 governs incorporation by reference for Exchange Act registration statements and periodic reports. Where Rule 411 prohibits incorporation by reference unless expressly allowed in a form, Rule 12b-23 allows incorporation by reference unless expressly prohibited in the rule or a particular form.

What is the rule 416 under the Securities Act?

Rule 416 means Rule 416 under the 1933 Act or any successor rule providing for the registration of securities to be issued as a result of stock splits, stock dividends and anti-dilution provisions.

What is the SEC security lending reporting rule?

In general, Rule 10c-1a requires that a covered person provide information to an RNSA by the end of the day that the loan is effected or modified and that an RNSA make certain information public not later than the morning of the next business day.

The Missing 411 Mystery Has A Solution. You Won't Like It.

36 related questions found

What are SEC security reporting requirements?

SEC's disclosure requirements for public companies

Report “material” cybersecurity incidents on a Form 8-K within four business days of materiality determination. Describe the nature, scope, and timing of the incident and the material impact or reasonably likely material impact on the registrant.

What is the SEC Rule 702?

Section 702 is a key provision of the FISA Amendments Act of 2008 that permits the government to conduct targeted surveillance of foreign persons located outside the United States, with the compelled assistance of electronic communication service providers, to acquire foreign intelligence information.

What is Rule 411 of the Securities Act?

Rule 411 states that incorporation by reference into a prospectus (as distinct from the incorporation of exhibits to registration statements) is prohibited unless the form specifically permits it.

What is the rule 147 of the Securities Act?

Rule 147 is considered a “safe harbor” under Section 3(a)(11), providing objective standards that a company can rely on to meet the requirements of that exemption. Rule 147, as amended, has the following requirements: the company must be organized in the state where it offers and sells securities.

What is the SEC Rule 16?

Section 16 imposes filing standards for "insiders," and defines insiders as any officers, directors, or stockholders who possess stock that directly or indirectly results in beneficial ownership of more than 10% of the company's common stock or other class of equity.

What is the rule 420 of the Securities Act?

Each general partner of a member firm shall promptly report to the Exchange any secured or unsecured borrowing of cash or securities regardless of its amount or description where the cash proceeds of such borrowing or the securities borrowed will be contributed to the capital of the member firm under Rule 104 .

What is an affiliate under the SEC Rule 405?

§ 230.405 Definitions of terms.

An affiliate of, or person af- filiated with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person speci- fied.

What is the SEC 12b 25 rule?

Rule 12b-25 requires a company that is not filing a Form 10-K or Form 10-Q by its prescribed due date to file a Form 12b-25 within one business day after that prescribed due date. While many think of Form 12b-25 as an “extension” form, it is more (and less) than just that.

What is SC Rule of evidence 411?

Evidence that a person was or was not insured against liability is not admissible to prove whether the person acted negligently or otherwise wrongfully. But the court may admit this evidence for another purpose, such as proving a witness's bias or prejudice or proving agency, ownership, or control.

What are the 5 rules of evidence admissibility?

Rules of Admissibility
  • What Are the Rules of Admissibility in California Criminal Cases? ...
  • The Relevance Rule – Evidence Code 210 EC. ...
  • The Hearsay Rule – Evidence Code 1200 EC. ...
  • The Character Evidence Rule - Evidence Code 1101 EC. ...
  • The Authentication Rule – Evidence Code 1401 EC. ...
  • Evidentiary Privilege Rules in California.

Can you impeach your own witness?

Impeachment may not be used as a subterfuge to present evidence that would otherwise be inadmissible; in other words, a party may not impeach its own witness if the party knew beforehand that the witness would testify in a manner making him subject to such impeachment.

What is rule 144 of the Securities Act?

Rule 144 allows selling restricted, unregistered, or controlled securities publicly without registration if certain requirements are met. Holding period is 6 months for public companies, 1 year for non-reporting companies, and up to 2 years for non-reporting companies.

What is Rule 151 Securities Act?

In 1986, the Securities and Exchange Commission (“SEC”) adopted Rule 151 under the Securities Act, which created a nonexclusive “safe harbor” for certain annuity contracts,P5P 1) under which the insurance company bore the investment risk,P6P and 2) which were not marketed primarily as an investment.

What is SEC Rule 145 exemption?

As a result, SEC Rule 145(a)(2) carves out an exemption to its registration requirement for corporate reorganizations whose sole purpose is to change the company's domicile or state of incorporation, so long as it stays within the United States.

What is the federal rule 411?

Liability Insurance. Evidence that a person was or was not insured against liability is not admissible upon the issue whether the person acted negligently or otherwise wrongfully.

What is the SEC Rule 477?

Securities and Exchange Commission

Rule 477 (17 CFR 230.477) under the Securities Act of 1933 (15 U.S.C. 77a et seq.) sets forth procedures for withdrawing a registration statement, including any amendments or exhibits to the registration statement.

What is the rule 145 for securities?

Rule 145 clarifies section 5 of the 1933 Act. It does so by requiring registration on securities issued through a recapitalization or reorganization that needs approval by the security holders. Such securities are also not eligible for resale.

What is the SEC Rule 200?

Under Rule 200(g), all sell orders in all equity securities must be marked either “long”, “short”, or “short exempt” (e.g., short sales permitted under any of the exceptions in the short sale rules as well as short sales of pilot securities effected during the pilot period).

What is the SEC 752 rule?

Section 752(a) provides that any increase in a partner's share of the liabilities of a partnership, or any increase in a partner's individual liabilities by reason of the assumption by the partner of partnership liabilities, shall be considered as a contribution of money by the partner to the partnership.

What is rule 703?

Rule 703 permits an expert to base opinion testimony on personal knowledge, evidence admitted at trial, or evidence not admitted so long as it supplies the kind of facts or data that experts in the field “reasonably rely” on in forming an opinion.