Government Regulation of the Corporate Entity

Swap Transaction

A derivative that is made in an over-the counter market

Security

A monetary investment that expects a return solely because of another person's efforts.

Police Power

A state's authority to restrict private rights to promote and maintain public health, safety, welfare, and morals

Security-Based Swaps

According to the SEC, "swaps based on (1) single security, (2) a loan, (3) a narrow-based group or index of securities, or (4) events relating to a single issuer or issuers of securities in a narrow-based security index"

Commerce Clause

Clause in the U.S. Constitution that gives the federal government the power to regulate business among states

Dodd-Frank Act Title IX

Creates Office of Investor Advocate and authorizes the office to appoint an ombudsman; improves the regulation of credit rating institutions; alters use of asset-backed securities; improves shareholder democracy; and enhances whistleblowing opportunities

Robinson-Patnam Act

Deals with product pricing, advertising, and promotional allowances

Ultra Vires

Doctrine that describes a situation in which corporate managers have exceeded their corporate powers

Prospectus

Document published by a corporation explaining, in simplified fashion for potential investors, the details of a stock issuance and the business making the offer

Federal Trade Commission Act

Established the Federal Trade Commission

Securities Exchange Act of 1934

Established the Securities and Exchange Commission; deals with subsequent trading in securities

Derivative

Financial tool the value of which emerges from a variable item, such as an interest rate, a stock index, or a commodity like fuel or crops

Associative Corporatvism

Process of doing business as a self-governing business association, that is, as a corporation. AKA corporativism

Sherman Antitrust Act

Prohibits contracts, combinations in restraint of trade; also prohibits monopolies, attempts to monopolize, and conspiracies to monopolize

Clayton Act

Prohibits specific practices such as tying agreements and interlocking directorates

Securities Act of 1933

Regulates the issuance of new securities

Dodd-Frank Act Title VII

Requires that certain swaps be registered with the SEC and that they comply with certain principles enumerated in the act

Registration Statement

Statement required by the Securities and Exchange Commission to indicate details about a business selling securities