Mina Mar Group

Transfer agent, usually trust company, bank or another financial institutions assigned by a corporation has several duties including maintaining issuer's security holder record, canceling/issuing certificates and distributing dividends among others. Because transfer agent stands between company that issues securities and security holders, transfer agent is crucial for successful completion of secondary sales. Pursuant to 1934 Act, transfer agent must be registered with the SEC or bank regulatory agency if transfer agent is a bank. The SEC also conducts inspections of transfer agent. Companies themselves can act as their own transfer agent. Transfer agent keeps record of who owns company's  stocks and bonds and how many each shareholder or bondholder owns. Also transfer agent issues and cancels certificates to reflect changes in ownership. In case of stock split or stock dividend transfer agent will issue new shares to shareholders. Just like stock transfer agent makes su

Many foreign companies wish to have access to capital market an become publicly traded company in the United States. The reason is that being part of the largest and most liquid capital market bring many benefits including prestige, visibility, ability to attract and retain top talents, etc. To become a part of capital market in the United States and experience all the benefits that it carries, foreign company may undergo reorganization of corporate governance and operations. Foreign issuer in federal securities law is defined as foreign government, foreign national or corporation incorporated by any foreign country. Any foreign issuer (except foreign government) can be considered foreign private issuer except if more than 50% of the issuers outstanding voting securities are held by residents of United States and if any of the following applies: majority of issuer’s executives and directors are residents of United States, more than 50% of issuer’s assets is located in the United S

Deposit Trust Company (DTC) is the largest securities depository in the world, created by securities industry to imporove efficiences and reduce risk in the clearence and settlement of securities transactions. It was founded in 1973 and based in New York, DTC is organized as limited purpose trust company meaning it is charted by state to perform specific trust functions, acting as a depositor or safekeeper for securities and mortgages. Basically DTC holds securities for banks and investment firms. DTC alos acts as clearing agency, registered with SEC for securities transactions in the U.S. market, invloving equities, corporate and municipal debt, money market instruments, American depositary receipts and exchange traded funds. All movements of securities are made electronically with book-enry adjustments. Most large U.S broker-dealers and banks are DTC participants, menaing they deposit and hold securities at DTC. Individual investors cannot be participants.  DTC appears in an

Dodd-Frank Wall Street Reform and Customer Protection Act  was signed into law in 2010 as a response to financial crisis of 2008 by targeting sectors that caused the crisis, banks, mortgage lenders and credit reporting agencies. It reshaped U.S. regulatory system, especially financial sector. From the beginning Dodd-Frank received  criticism that it limits growth potential of financial firms and lovers overall market liquidity. On February 3, 2017 Donald Trump signed an executive order that asked the U.S. Treasury to propose Dodd-Frank changes and a year later on May 24, 2018 President signed into law Economic Growth, Regulatory Relief and Consumer Protection Act. With this Act, Dodd-Frank wasn't repealed but some of its regulations were loosened. Consumer Financial Protection Bureau still has the control over mortgage lending and credit reporting agencies. It was argued that regulations proposed by Dodd-Frank impose a burden on community banks and smaller financial in

Futures contract or just futures is an agreement between two parties to buy or sell assets at a predetermined price at a specified date in the future. Underlying asset can be stock market index, currencies or most common commodities - oil. gasoline and gold. Buyer of the future has the obligation to buy the underlying asset when the future contract expires just like the seller has the obligation to provide the asset at the expiration date. Futures that are traded on commodity future exchanges are more standardized and regulated like Chicago Mercantile Exchange or  New York Mercantile Exchange. Standardized contract means that for instance, one future oil contract is for 1,000 of oil and one gold contract is for 100 troy ounces of gold. The Commodities Futures Trading Commission regulates the exchanges and require buyers and sellers to be registered. Futures are used by two types of market participants - hedgers and speculators. Guarantees to buy or sell at a certain price redu

Derivative is very complex complex to explain but at its most it is financial contract between two or more parties and it derives its price from an underlying asset. Basically buyer agrees to purchase the asset on a specific date at a specific price. There are numerous types of derivatives and underlying assets can be almost anything but the most common are commodities (oil, gasoline, oil), currencies, stocks, bonds, interest rates and market indexes. They can be traded on unregulated over-the-counter market where transactions happen between private parties or they can be traded on exchange where they are highly regulated and standardized. Bear in mind that OTC constitutes major portion of  derivative market and it caries great counterparty risk - possibility that one of the parties involved might default. Common derivatives are options, futures,swaps and forwards.  Options give the buyer right but not the obligation to sell or purchase underlying asset at a certain price on

Blank-check company is development stage company without specific business plan or purpose or that has business plan to engage in a merger or acquisition with an unnamed company. These type of companies are bound by Securities and Exchange Commission Rule 419 to protect investors therefore they may be subjected to additional requirements if they are registering securities for public offering. Because SEC views them as penny stock  or microcap stock there is more rules and restrictions imposed upon them. For instance blank-check companies are not allowed to use Rule 504 of regulation D that exempts companies from registration of securities for offerings up to $1 million. Companies are also required to fully disclose all terms and condition of the offering. Popular type of blank-check company is special purpose acquisition company (SPAC), created to pull funds in order to finance merger or acquisition within certain time frame. It is publicly listed company that rises money fro

Roll -Up is a type of Merger&Acquisition strategy. It happens when smaller companies in the same market or industry sector are merged into one large entity. Reasons for consolidation include economy of scale, expanded geographical coverage, better name recognition and increase in value. Merger of smaller companies happens in fragmented industries where there is no dominant company or where is one dominant player and none of the small companies can challenge its dominance. Usually it is the private equity firm that does investment thesis, using analysis to identify target companies for an acquisition. If you as an owner want to buy more smaller companies and merge them into one entity the deal is most often done as a combination of cash and equity in exchange for ownership stake at the acquired company. Before the deal is done there are several very important questions that need to be answered. Are the target companies good match? What additional products/services/value wil

Dodd-Frank Act, officially called Dodd-Frank Wall Street Reform and Customer Protection Act was signed into law by President Barack Obama on July 21, 2010. The Act is voluminous and complex peace of legislation that reshaped U.S regulatory system in many sectors, including consumer protection, trading restrictions and credit ratings. It was the response to financial crisis of 2008 as Dodd-Frank put regulation on financial sector and created laws that stopped mortgage companies and lenders taking advantage of customers. The Act generated criticism that it inhibits growth of the economy and puts to much burden on the U.S. companies. Many experts blamed the lack of oversight and financial regulations for the crisis. It was the worst economic disaster since Great Depression of 1929. Fall in the interest rates allowed people with poor credit score to pursue their dream of buying a house. Problems appeared when interest rates started rising and many defaulted their payments. This cr

Sarbanes - Oxley Act is the United States federal law that amended and supplemented existing requirements in corporate financial reporting and accounting practices. Commonly called SOX Act was signed into law by President Bush on July 30, 2002. After highly publicized corporate financial scandals including Enron and WorldCom the purpose of the Act was to restore investor's shaken confidence in the market and truthfulness of corporate financial statements and close loopholes in the law that led to fraud. The Act that got the name from two sponsors Sen. Paul S. Sarbanes and Rep. Michael G. Oxley created strict new rules for accountants, auditors, corporate officers and more strict record keeping requirements. Also it added new, more stringent criminal penalties for violation of this law. The new law set out reforms in four principle areas: corporate responsibilities, criminal punishment, accounting regulations and new protections. SOX is a lengthy and complex peace of legis

Companies raise capital by issuing shares on the primary market which is regulated by Securities Exchange Act of 1933. The following year Securities exchange Act of 1934 was enacted by Roosevelt administration which regulates securities on the secondary market, where they are traded after original issuance. This Act created Securities and Exchange Commission (SEC) and gave it broad power to register, regulate and oversee securities, markets and financial professionals. SEC has disciplinary power over regulated entities and person associated with them if they engage in prohibited conducts in the market. Requirements outlined in securities Act of 1934 must be followed by all companies that are listed on stock exchange. Primary requirements include corporate reporting, proxy solicitation, tender offers, insider trading and registration of exchanges and associations. Companies that have more than $10 million is assets and more than 500 shareholders must do annual and periodic

The Securities and Exchange Act of 1933 one of the laws that govern the securities industry. It was the first major legislation regarding the sale of securities, that shifted power from states to the federal government. It is known as the "truth in securities" law which President Franklin D. Roosevelt signed as a part of the New Deal.The Act was created to protect investors after the stock market crash of 1929, biggest bear market in Wall Street 's history. The Securities Act of 1933 had two main objectives: requirement that investors receive financial and other significant information regarding securities that are being offered for public sale. prohibition of deceit, misrepresentation and other fraud in the sale of securities Securities and Exchange Commission that was created year later, in 1934 governs the Securities Act of 1933. In order to accomplish set objectives SEC requires companies to register their securities and disclose essential information

Securities and Exchange Commission (SEC) is independent U.S federal agency that regulates the stock market. It was created in 1934 by Congress to help restore investor confidence after the 1929 stock market crash. The Securities Exchange Act of 1934 was created by Securities and Exchange Commission. It govern securities transaction on the secondary market relying on Securities Act of 1933 which increased transparency in financial  statements and  established  laws against fraudulent activities. In essence SEC provides transparency by ensuring accurate and consistent information about companies that allows investors to make informed and sound decisions. Without transparency stock market would be vulnerable to market speculation and creation of asset bubbles.  Securities and Exchange Commission has five  commissioners and five different divisions: Division of corporate finance - review corporate filing requirements ensuring that investors have complete and accurate informat

Market indexes prove summary of overall market by tracking some of the top stocks on the stock market in the United States and they show in which direction the market is going. Indexes don't represent every company but selected portion of the market. Some indexes track small and mid cap companies, some large companies or companies within certain sector. Three major market indexes are Dow Jones Industrial Average, S&P 500 and Nasdaq. They differ in number of companies they track and calculations they use. Dow Jones Industrial Average It is the oldest market index of the three and some the most popular in the media.Journalist Charles Dow, founder of Wall Street Journal created the index that tracked the movement of the whole market, together with statistician Edward Jones on May 26, 1986. The original Dow Jones index had two industrial companies and ten railroads. He realized that two industrial companies are becoming more important and created a new Dow Jones index

Stock market correction happens when the market falls 10% or more from it recent peak. Correction can occur in securities or any other asset class. To knew investors this may come as a big surprise but corrections are natural part of market cycle that happen often and they can even strengthen the market. It is caused by certain events that triggers selling but market usually makes up loses in couple of months. Correction is not the same as the stock market crash. Correction happens when fall of 10% manifests itself over days, weeks or months while stock market crash happens when price drops by 10% in one single day. Stock market is one of the main indicators of economic health since buying and selling of securities is based on investors projections, whether they have positive or negative expectations of future market movements. Corrections don't last long, usually it is three or four months and they can happen more than once a year. They happen during expansion phase and i

Bull market is market trend when price of assets or securities rise by 20%, an opposite from bear market. The term bull market is usually used when talking about securities but the term applies to anything that can be traded, real estate, currencies and commodities . During bull market all three major stock indexes, S&P 500, Nasdaq and Dow Jones Industrial Average rise. Bull market happens in healthy economy and is characterized by investor confidence and optimism. The term can be also applied to investors, ones that have optimistic view of the market is called bull or bullish. On the other hand investors with pessimistic view of the market are called bears or bearish. Natural rise and fall of economic growth over time is known as business cycle and it has four phases: expansion phase, peak, contraction and through. Bull market happens during expansion phase when economy is growing with strong GDP, with drop in unemployment and strong corporate profits. In stock market the

Bear market is defined as a market trend in which price of securities fall 20% or more from previous market peak and last two months or longer. Usually bear market is caused bu declining economic activity caused by a change in monetary policy. Recession is accompanied by low employment. Stock market crash, drop in stock price of 10% or more in just a day or two can cause bear market and negative investor sentiment. It can occur in any asset class, stocks, bonds, currencies and commodities or section of industry. In stocks bear market is measured by indexes like Dow Jones, S&P 500 and Nasdaq, if they are continuing to lower over period of time. Bear market can be recognized through observation of business cycles. It is the opposite of bull market or expansion phase when asset price continue to grow over time. sometimes corrections, less severe decline in price that lasts less than two months. Investors use different steps to protect themselves like increasing amount of cash

Many beginners in investing dream about getting rich and becoming a seasoned investors. It is not an easy task but it is not impossible. If you are serious about investing the first thing you need to do is stop dreaming about becoming rich and successful overnight. You probably heard it many times but that's because it true- patience is the key. You will have to learn how to think long term and not make hasty decisions that you will regret later. Another thing that you have to do before you start is to get to know yourself - what is your goal, what motivates you and also very important your fears and limitations. Knowing what you want will help you devise an investing plan and stick to it as well as knowing your limitation. So far it is a good start but it is not enough because you will have to educate yourself continually about investing, but don't let your lack of knowledge hold you back. Stock market is ever changing and learning about it is a lifelong journey so if

Simply put general solicitation is an act of marketing capital raise publicly, but things are mot that simple. General solicitation is not precisely defined in statues and rules so Securities and Exchange Commission (SEC) takes case by case approach in case of violation "no general solicitation' requirement of Rule 506(b). It all started with JOBS Act in 2012, with purpose to make securities regulations friendlier form small businesses. General solicitation was banned since 1933 and Securities Act of 1933 in order to protect investors from scams and frauds. The Jobs Act required from SEC to amend existing and create new exemptions that will permit issuers of securities to raise capital without SEC registration. On July 19, 2013 SEC adopted amendments to Rule 506 of Regulation D. Another Rule of the same regulation, 506(b) provided issuer with conditions to rely on in order to met requirements of Section 4(a)(2) of Securities Act that exempts from registration "tr

Restricted stock or restricted securities is unregistered stock that is not fully transferable until certain conditions are met and they must be traded in compliance with SEC regulations. After the conditions are met stock is no longer restricted and it becomes transferable.  Restricted stocks are often given to employees as a compensation that typically become transferable after certain conditions are met like continued employment for a period of time before vesting or achievement in particular product-development milestones, earning per share goals or other financial targets. Restricted stock is also given to corporate insiders like directors and executives, often after merger and acquisition, underwriting and affiliate ownership  to prevent early selling of stock that could negatively affect the company. Corporate affiliates can also lose the right on stock if they leave the company, fail to meet certain performance goals or break SEC trading restriction rules. Conditions u

Private placement memorandum also known as offering memorandum is the most important document for any private company that is raising capital. Such sale of stock, bonds or other securities directly to selected private investors is called private placement. Unlike company that is raising capital via traditional IPO and becomes publicly traded, company that utilizes private placement remains private. Private placement memorandum can be compared to prospectus in public offerings and its purpose is to provide prospective buyers with needed information. Offering memorandum gives in depth look at business and its operations explaining nature of business, terms of investments, potential risks and management among other things. Sometime it can be compared to thorough business plan but there is a difference. Business plan often has marketing purpose created to promote the company and attract investors. On the other side private placement memorandum is more factual and descriptive in t