[20200205]IF11422_联邦证券法：概述.pdf

https:/crsreports.congress.gov February 5, 2020Federal Securities Laws: An OverviewSecurities Act of 1933 The Securities Act of 1933 (Securities Act) governs the process by which companies issue securities. The Act prohibits any person from offering or selling a security to the public unless the offering has been registered with the Securities and Exchange Commission (SEC) or falls under an exemption. The Acts exemptions include private placements, certain small issues, and offerings involving certain classes of securities (e.g., government securities and bank securities). If an exemption does not apply, an issuer must file a registration statement with the SEC that includes detailed information about the issuers business operations, financial condition, and the nature of the offering. If a company issues securities in violation of the Acts registration requirements, individuals who purchased the securities may sue the company to rescind their purchases or for damages. The Act also allows purchasers to sue issuers and other specified individualssuch as directors, underwriters, and persons who signed the registration statementfor damages for certain material misrepresentations or o