Required Disclosures on Specific Transactions

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What this video covers

  • The "reasonable investor" standard for material facts, and why an omission can rise to fraud under the Securities Exchange Act's antifraud provisions
  • The five categories of material information: risks, fees and expenses, conflicts of interest, liquidity limitations, and issuer financial condition
  • How the mutual fund prospectus (Part A) is automatically delivered, while the Statement of Additional Information (Part B) is only delivered upon request and at no charge
  • Continuing disclosure of material events for municipal securities, and why EMMA is a Municipal Securities Rulemaking Board (MSRB) system, not a Securities and Exchange Commission (SEC) system
  • Which events count as material (mergers, management changes, restatements, defaults, downgrades, bankruptcies, unscheduled draws on reserves, rating changes)
  • What a control relationship is, including affiliation, shared ownership, and board overlap with the issuer
  • The exact timing rule for control-relationship disclosure: before or at the time of the transaction, never after

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