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1、Chapter Twenty-ThreeU.S. Regulation of Securities MarketsLearning objectivesAfter studying this chapter you should be able to:1.Give a statutory definition of securities2.Tell the principle objectives of regulating securities business or markets3.Make a brief introduction to the major securities reg
2、ulator or agencythe SEC4.List the milestone legislation for regulating U.S. securities industryNotesI.New Words1.to defraud vt. 进行诈骗to deceive so as to get or keep sth. wrongly and usu. unlawfully2.loanable a. 可借出的 e.g. funds 可借出的资金3.intrastate a. （美）州内的4.interstate a. （美）州与州之间的5.to contain vt. 包含6.
3、to assess vt. 确定金额 e.g. assess penalties 确定罚款金额7.watchdog n. 监察人8.amendment n. 修订 e.g. to the Act 对该法的修订Notes9.jurisdiction n. 管辖权 e.g. under the SEC在（美）证券交易委员会的管辖下10. tax-exempt a. 可免税的11. terms n. 条款 e.g. the s of the contract 合同条款12. condensed a. 压缩的 e.g. version 压缩的描述13. to distribute vt. 分发to d
4、ivide among several or many14. custodian n. 管理人，保管人15. unscrupulous a. 不讲道德的，不审慎的16. milestone n. 里程碑17. outlaw vt. 宣告不合法NotesII. Useful and Idiomatic Expressions1.to enter the picture 牵连进去to come into the picture2.to file. with. 向提出/提交 e.g. to file an application with the authorities 向当局提出/提交申请3.to
5、 bring a legal action 起诉=to sue4.to be listed on the New York Stock Exchange 在纽约证交所挂牌上市5.to appeal to. 向上诉，上诉到6.to keep a watchful eye on. 警惕密切注意7.to come in one of two forms 以两种形式中的一种出现8.to give out 公布 e.g. false information 公布虚假信息Notes9.to bring. under jurisdiction 使纳入管辖10. to keep track of. 记录11.
6、 be enforceable at law 法律上可强制执行的12. by virtue of. 凭借，由于13. by law 按照法律14. to register with the SEC 向证券交易委员会登记注册15. to pass profits on to. 将利润发放给16. to pass legislation 通过立法17. to catch on 变得流行起来=to become popularNotesIII. Key Terms1.consideration n. （法律上的）对价 sth. valuable exchanged as part of a cont
7、ract2.subscription agreement 认购协议3.depository receipts 存款单4.blue-sky laws （美）州的证券法 securities laws enacted by most states5.the secretary of state 小写时表示美国州一级管证券市场的主管官员，大写表示美国国务卿6.care agreements 照管协议7.securities promoters 证券创办人8.new stock or bond issue 新股票或债券的发行Notes9.registration statement 注册说明书info
8、rmation about a firms financial condition, management, competition, industry, and experience that must be filed with the SEC prior to the sale to the public of any security with a maturity of more than 270 days10. prospectus n. 招股章程/募债说明书=a portion of a security legislation statement that is filed w
9、ith the SEC and made available to potential purchasers of a security11. brokerage firms 经纪人商行12. Wall Street 华尔街（1）the street in New York in which the New York Stock Exchange is situated; （2）The New York Stock Exchange itself; （3）the financial institutions, collectively, of New York, including the s
10、tock exchange, banks, money markets, commodity markets, etc.Notes13. the Maloney Act of 1938 1938年梅劳尼法14. over-the-counter securities operations 场外交易证券操作15. the National Association of Securities Dealers (NASD) 证券商全国协会16. the Investment Company Act of 1940 1940年投资公司法17. realized capital gains 已兑现的资本
11、利得 (capital gains=capital profits=the gain on the disposal of an asset calculated by deducting the cost of the asset from the proceeds received on its proposal)Main TextStatutory Definition of Securities interest or instruments that are commonly known as securities, e.g. common stocks and preferred
12、stock, bonds, debentures, and warrants interests and instruments that are expressly mentioned in securities Acts (pre-organization subscription agreements; interests in oil, gas, and mineral rights; depository receipts for foreign securities investment contracts, that is any contract whereby an inve
13、stor invests money or other consideration in a common enterprise and expects to make a profit off the significant efforts of others. For example, investments in farm animals accompanied by care agreements have been found to be securities under the test.Main TextPrinciple Objectives of Securities Mar
14、ket Regulation To protect the investing public from being defrauded by unscrupulous individuals To maintain smoothly operating and functioning of securities markets To make sure that those involved in securities transactions can play the role of helping mobilize the sayings, loanable funds and resou
15、rces available for developing American economyMain TextChief Regulatory AgencySEC1. Adopting rules (also called regulations) that further the purpose of the federal securities statutes. These rules have the force of law. 2. Investing alleged securities violations and bringing enforcement actions aga
16、inst suspected violators. This may include a recommendation of criminal prosecution.3. Regulating the activities brokers and advisers. This includes registering brokers and advisers and taking enforcement action against those who violate securities laws.Main TextMain Laws for the Regulation of Secur
17、ities Transaction in the U.S.Securities Act of 1933Securities Exchange Act of 1934Other Federal Legislation 1. How do legal worker define the term of “securities”?2. What are the chief objectives of securitiestransaction or securitiesmarket regulation?3. Can you give a brief introduction to some U.S. milestone legislation for regulating U.S. securities markets?4. How much do you know about the SEC?Questions for Chapter 23This is the end of Chapter 23Thank you for your attention
