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OSC Glossary

Terms

Acronym Category Description

'33 Act

aka Securities Act US

Law

Securities Act of 1933 was the first major piece of U.S. federal legislation regarding the sale of securities. Prior to this legislation, the sale of securities was primarily governed by state laws aka Blue Sky laws; however, the market crash of 1929 raised some serious questions about the effectiveness of how the markets were being governed. In general, the legislation was enacted as the need for more information within and about the securities markets was acknowledged. The legislation addressed the need for better disclosure by requiring companies to register with the Securities and Exchange Commission. Registration ensures companies provide the SEC and potential investors with all relevant information by means of the prospectus and registration statement.     

(Source: Investopedia)

'34 Act

aka Exchange Act US

Law

Securities Exchange Act of 1934 primarily regulates transactions of securities in the secondary market - that is, sales that take place after a security is initially offered by a company (the issuer).These transactions often take place between parties other than the issuer, such as trades that retail investors execute through brokerage firms.The Exchange Act operates somewhat differently from the Securities Act. To protect investors, Congress crafted a mandatory disclosure process that is designed to force companies to make public information that investors would find pertinent to making   investment decision. In addition, the Exchange Act provides for direct regulation of the markets on which securities are sold (the securities (stock) exchanges) and the participants in those markets (industry associations, brokers, and issuers).In a major step by Congress, Section 4 of the Exchange Act established the Securities and Exchange Commission (SEC), a federal agency responsible for regulating the securities markets. 

(Source:  LLI)

 7 Sisters

 Law

 The Seven Sisters refers to a collection of seven leading Canadian law firms with offices in Toronto. The Seven Sisters was originally based upon their mergers & acquisitions deal volume though this is not necessarily the case today.  In alphabetical order:

·            Blake, Cassels & Graydon LLP  

·            Davies Ward Phillips & Vineberg LLP  

·            Goodmans LLP

·            McCarthy Tétrault LLP

·            Osler, Hoskin & Harcourt LLP  

·            Stikeman Elliott LLP  

·            Torys LLP     

 8-K  Markets

8-K is the form used to report an extraordinary event between reporting periods (e.g., change in public accountant, merger, death of an officer or director, bankruptcy etc.). Due within four business days of a triggering event (four-day deadline does not apply to Regulation FD disclosure, voluntary disclosures, and certain financial information exhibits).

(Source: SEC Forms and Exhibits Reference Guide)

 10-K     Markets

10-K is an annual report of how a company is structured. It includes: audited financials, business description, competition, articles, exhibits and material contracts. It is due 75 days following the end of the fiscal year.  Larger companies incorporate ARS (Annual Report to Shareholders) and DEF14A to avoid redundancy.

(Source: SEC Forms and Exhibits Reference Guide)

 10-Q  Markets

10-Qs are quarterly financial reports due 40 days following the end of each fiscal   quarter. Audited financials are not required.

(Source: SEC Forms and Exhibits Reference Guide)