Tiber Creek Go Public Logo. Learn How To Go Public
GOING PUBLIC REPORT
Reverse Merger & Public Shell Information
Raise Capital  on Wall Street.
  Contact Us 310-888-1870  
Sign Up Now
Go Public Report
& Newsletter
Name
Email
Validation Number: 45692


Enter the validation number you see above to receive our information. Please check your spam folder too.


Tiber Creek Corporation
9454 Wilshire Blvd. 6th Fl.
Beverly Hills, CA 90210
310-888-1870
310-888-1856 fax
Click here to email us


  









Receive news via our
XML/RSS feeds

Go Public Glossary

Accountant = A professional person who performs accounting functions.

Accredited Investor = A term used by the SEC under Regulation D to define investors that are financially sophisticated and have no need for the protection provided by certain government filings. Also known as a qualified purchaser.

Acquisition = When one company purchases a majority interest in another business entity.

ADR (American Depositary Receipt) = A negotiable certificate issued by a U.S. bank representing a specific number of shares of a foreign stock traded on a U.S. stock exchange. ADRs make it easier for Americans to invest in foreign companies, due to the widespread availability of dollar-denominated price information, lower transaction costs, and timely dividend distributions.

AMEX = American Stock Exchange.

Amex listing = The process of having a companies securities eligible for trading on the American Stock Exchange.

AMEX Public Shell = A public corporation that is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders. It has no business operation or significant assets.

Angel Investor = A financial backer providing venture capital funds for small start=ups or entrepreneurs.

Bermuda Stock Exchange = BSX = The stock exchange headquartered in Hamilton, Bermuda.

Blank Check Company = A company in a developmental stage that doesn't have an established business plan or has a business plan that revolves around a merger or an acquisition of another firm.

Blank Check Preferred Stock = A method companies use to simplify the process of creating new classes of preferred stock to raise additional funds from sophisticated investors without obtaining separate shareholder approval.

Blue Sky Laws = State regulations designed to protect investors against securities fraud by requiring sellers of new issues to register their offerings and provide financial details. This allows investors to base their judgments on trustworthy data.

Board of Directors = B of D = A group of individuals who are elected by stockholders to establish corporate management policies and make decisions on major company issues, such as dividend policies.

Bolsa Boliviana de Valores = BBV = The stock exchange headquartered in La Paz, Bolivia

Bond = A debt investment, with which the investor loans money to an entity (company or government) that borrows the funds for a defined period of time at a specified interest rate.

Bourse = Any European stock exchange.

Broker = An individual or firm that charges a fee or commission for executing buy and sell orders submitted by an investor.

Broker-Dealer = A person or firm in the business of buying and selling securities operating as both a broker and dealer depending on the transaction.

Brokerage Firm = A financial intermediary that performs a variety of services. This includes underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations.

Bulletin Board = Also known as OTCBB or Over The Counter Bulletin Board is a service of the National Association of Security Dealers (NASD) that shows time quotes. OTC securities include newer small cap companies, national, regional and foreign equity issues, warrants, units, American Depositary Receipts (ADRs) and Direct Participation Programs (DPPs).

Bulletin Board Public Shell = A public corporation that is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders. It has no business operation or significant assets.

Business Development Bank of Canada = BDC = A financial institution that is wholly owned by the government of Canada providing financial and consulting services to small Canadian businesses.

Business Consultant = A person who facilitates organizational change and/or provides subject matter expertise on technical, functional and business topics during development or implementation.

Business Consulting = An act of facilitating organizational change and/or providing subject matter expertise on technical, functional and business topics during development or implementation.

Business Finance = To lend money or finances primarily to businesses.

Capital Markets = Markets where capital, such as stocks and bonds, are traded.

Capital Stock = The common and preferred stock a company is authorized to issue, according to their corporate charter.

CEO = Chief Executive Officer = This is the senior manager who is responsible for overseeing the activities of an entire company.

CFO = Chief Financial Officer = This is the senior manager who is responsible for overseeing the financial activities of an entire company. This includes signing checks, monitoring cash flow, and financial planning.

Certified Public Accountant = A designation by the American Institute of Certified Public Accountants for those who pass an exam and meet work-experience requirements.

Chairman = The highest-ranking officer in a corporation's board of directors. Presides over corporate meetings. Sometimes has executive authority over a firm, sometimes does not.

Chairman of the Board = 1. An executive of a company who shares responsibility for the operation of his/her company. = 2. The highest-ranking officer in a corporation's board of directors. Presides over corporate meetings. Sometimes has executive authority over a firm, sometimes does not.

Chief Executive Officer = 1. An executive of a company who shares responsibility for the operation of his/her company. = 2. The executive who is responsible for a company's operations, usually the President or the Chairman of the Board.

Chief Financial Officer = An executive of a company who shares responsibility for the operation of his/her company.

Chief Operating Officer = An executive of a company who shares responsibility for the operation of his/her company.

Commercial Mortgaged Backed Securities = CMBS = Similar to a Mortgage Backed Security, but secured by loans with commercial property instead of residential property.

Consultant = A person who facilitates organizational change and/or provides subject matter expertise on technical, functional and business topics during development or implementation.

Corporate Finance = Any financial or monetary activity that deals with a company and its money.

Corporate Finance Consultant = A person who facilitates organizational change and/or provides subject matter expertise on technical, functional and business topics during development or implementation.

Corporate Governance = 1. The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. = 2. A generic term which describes the ways in which rights and responsibilities are shared between the various corporate participants, especially the management and the shareholders.

Corporate Officer = An officer of a corporation.

CUSIP Number = A number identifying all stocks and registered bonds. The Committee on Uniform Securities Identification Procedures (CUSIP) oversees the entire CUSIP system.

Debt Private Placement = Raising of capital via private rather than public placement. The result is the sale of securities to a relatively small number of investors

Depository Trust & Clearing Corporation = DTCC = Established in 1999, the DTCC is a holding company consisting of 5 clearing corporations and 1 depository, making it the world's largest financial services corporation dealing in post trade transactions.

Depository Trust Company = DTC = One of the world's largest securities depositories, it holds in excess of $10 trillion worth of securities in custody. The DTC acts like a clearing house to settle trades in corporate and municipal securities.

Director = An executive of a company who shares responsibility for the operation of his/her company.

DPO (Direct Public Offering) = Offering securities directly without a brokerage firm.

EDGAR = The Securities and Exchange Commission's electronic system. It is used by all publicly-traded companies for submitting their required filings to the SEC.

EDGAR Filing = Electronic data gathering and retrieval system.

Electronic Communication Network = ECN = An electronic system that attempts to eliminate the role of a third party in the execution of orders entered by an exchange market maker or an over-the-counter market maker, and permits such orders to be entirely or partly executed.

Employee Stock Ownership Plan = ESOP = An organized plan for the employees of a company to buy shares of its stock. These plans are becoming increasingly popular.

ERISA = The Employee Retirement Income Security Act of 1974 (ERISA) protects the retirement assets of Americans, by implementing rules that qualified plans must follow to ensure that plan fiduciaries do not misuse plan assets.

Equity = 1. Stock or any other security representing an ownership interest. = 2. On the balance sheet, the amount of the funds contributed by the owners (the stockholders) plus the retained earnings (or losses). Also referred to as "shareholder's equity". = 3. In the context of margin trading, the value of securities in a margin account minus what has been borrowed from the brokerage. = 4. In the context of real estate, the difference between the current market value of the property and the amount the property owner still owes on the mortgage. Thus, it is the amount, if any, the owner would receive after selling a property and paying off the mortgage.

Equity Capital = Capital raised from owners.

Equity Offering = An offering of a security (stock).

Equity Private Placement = Raising of capital via private rather than public placement. The result is the sale of securities to a relatively small number of investors

Exchange Act = The Exchange Act requires publicly held companies to disclose information continually about their business operations, financial conditions, and managements. These companies, and in many cases their officers, directors and significant shareholders, must file periodic reports or other disclosure documents with the SEC. In some cases, the company must deliver the information directly to investors.

F-10 = A form that is filed with the Securities and Exchange Commission.

Finance = Any financial or monetary activity, either debt or equity.

Form 10 = A form that is filed with the Securities and Exchange Commission.

Form 10SB = A form that is filed with the Securities and Exchange Commission.

Form 144 = A form that must be filed with the SEC when an executive officer, director, or affiliate of a company places an order to sell that company's stock. Also known as Rule 144.

Form 8-K = A form that is filed with the Securities and Exchange Commission.

Forward Triangular Merger = A type of merger that occurs when the subsidiary of the acquiring corporation merges with the target firm.

FTSE = A company that specializes in index calculation. Although not part of a stock exchange, co-owners include the London Stock Exchange and the Financial Times.

GAAP = The common set of accounting principles, standards and procedures. GAAP is a combination of authoritative standards (set by policy boards) and the accepted ways of doing accounting.

Global Depository Receipt = GDR = 1. A bank certificate issued in more than one country for shares in a foreign company. The shares are held by a foreign branch of an international branch. The shares trade as domestic shares, but are offered for sale globally through the various bank branches. = 2. A financial instrument used by private markets to raise capital denominated in either U.S. dollars or Euros. Global Fund.

Going Public = The process of selling shares that were formerly privately held to new investors for the first time. Otherwise known as an initial public offering (IPO).

Holding Company = A parent corporation that owns enough voting stock in another corporation to control its board of directors (and, therefore, controls its policies and management).

Horizontal Merger = A merger occurring between companies producing similar goods or offering similar services.

Indication of Interest = IOI = An underwriting expression showing a conditional, non-binding interest in buying a security that is currently in registration (awaiting effectiveness by the SEC). The investor's broker is required to provide the investor with a preliminary prospectus.

IPO Initial Public Offering = The first sale of stock by a private company to the public. IPOs are often smaller, younger companies seeking capital to expand their business.

International Depository Receipt = IDR = A negotiable, bank-issued certificate representing ownership of stock securities by an investor outside the country of origin.

Investment Bank (IB) = A financial intermediary that performs a variety of services. This includes underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations.

Investment Banker = A financial intermediary that performs a variety of services. This includes underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations.

Investment Banking = A financial intermediary that performs a variety of services. This includes underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations.

Investment Consultant = A person who facilitates organizational change and/or provides subject matter expertise on technical, functional and business topics during development or implementation.

Investor Relations = IR = 1. A department, present in most medium to large public companies, that provides investors with an accurate account of the affairs of the company. This helps investors to make informed buy or sell decisions. = 2. A department within a public company that distributes information about the company and its financial performance to existing and potential shareholders.

IPO (Initial Public Offering) = The first sale of stock by a private company to the public. IPOs are often smaller, younger companies seeking capital to expand their business.

IPO Consultant (Initial Public Offering Consultant) = A consultant that is involved with companies about to do an IPO.

IPO Consulting = Consulting pertaining to an Initial Public Offering (IPO).

IPO News = The latest news on offerings coming to market.

Joint Venture = The cooperation of two or more individuals or businesses--each agreeing to share profit, loss and control--in a specific enterprise.

Leverage Buyout = A strategy involving the acquisition of another company using borrowed money (bonds or loans). The acquiring company uses its own assets as collateral for the loan in hopes that the future cash flows will cover the loan payments.

Leveraged Finance = Leveraged finance is funding a company or business unit with more debt than would be considered normal for that company or industry. More-than-normal debt implies that the funding is riskier, and therefore more costly, than normal borrowing. As a result, levered finance is commonly employed to achieve a specific, often temporary objective: to make an acquisition, to effect a buy-out, to repurchase shares or fund a one-time dividend, or to invest in a self-sustaining cash-generating asset.

Listing = Definition 1:  The acceptance of a security for trading on a registered exchange. = Definition 2:  A written agreement between a real estate owner and an agent authorizing the agent to search for a buyer for the property.

Listed Security = Securities that have been accepted for trading purposes by a recognized and regulated exchange.

Listing Requirements = The requirements to trade on NYSE, AMEX, etc.

London Interbank Bid Rate = LIBID = This is the rate bid by banks on eurocurrecy deposits. 

London Stock Exchange = LSE = The primary stock exchange in the United Kingdom (U.K.) and the largest in Europe. Originated in 1773, the U.K.'s six regional exchanges joined together in 1973 to form the Stock Exchange of Great Britain and Ireland, later renamed the London Stock Exchange (LSE). The Financial Times Stock Exchange (FTSE) 100 Index, otherwise known as the "Footsie", is the dominant index, which contains 100 of the top blue=chips stocks on the exchange.

M & A = The merging and acquiring of corporations.

M & A Consultant = A person who consultant pertaining to mergers and acquisitions.

M&A Firm = A firm that consults on the merging and acquiring of other corporations.

Market = 1. Typically refers to the equity market where stocks are traded, but can also refer to the bond, options, or commodity market. = 2. People with the desire and ability to buy a specific product.

Market Arbitrage = Purchasing and selling the same security at the same time in different markets to take advantage of a price difference between the two separate markets.

Market Maker = A broker-dealer firm that facilitates trading in a security. Each market maker competes for customer order flow by displaying buy and sell quotations. This process takes place in mere seconds.

Marketmaker (previously defined, some spell it as one word) = A broker-dealer firm that facilitates trading in a security. Each market maker competes for customer order flow by displaying buy and sell quotations. This process takes place in mere seconds.

Market Maker Spread = The difference between the price at which a Market Maker is willing to buy a security and the price at which the firm is willing to sell it (the difference between the bid and ask for a given security). Since each market maker can either buy or sell a stock at any given time, the spread represents the market maker's profit on each trade.

Merchant Bank = A bank that deals mostly in (but is not limited to) international finance, long-term loans for companies and underwriting. Merchant banks do not provide regular banking services to the general public.

Merger = The combining of two or more companies, generally by offering the stockholders of one company securities in the acquiring company in exchange for the surrender of their stock.

Merger Consultant = A person who consultant pertaining to mergers and acquisitions.

Merger and Acquisition (M & A) = The merging and acquiring of corporations.

Mergers and Acquisitions (M & A) = The merging and acquiring of corporations.

Mergers and Acquisitions Consultant = A person who consultant pertaining to mergers and acquisitions.

Mergers and Acquisitions Firm = A firm that consults on the merging and acquiring of other corporations.

Merrill Lynch & Co. = One of the better known management and advisory companies. Merrill Lynch provides a wide range of services to both individual and institutional investors.

Mezzanine Financing = A hybrid of debt and equity financing. It is typically used to finance the expansion of existing companies and is basically debt capital that give the lender the rights to convert to an ownership or equity interest in the company if the loan is not paid back in time and in full. It is generally subordinated to debt provided by senior lenders such as banks and venture capital companies. Since mezzanine financing is usually provided to the borrower very quickly with little due diligence (on the part of the lender) and little or no collateral (on the part of the borrower), this type of financing is aggressively priced with the lender seeking a return in the 20%-30% range.

Micro-cap = Micro cap refers to a company with a market capitalization of between $50 million to $300 million.

Micro-Hedge = An investment technique used to eliminate the risk of a single asset. In most cases, this means taking an offsetting position in that single asset. If this asset is part of a larger portfolio, the hedge will eliminate the risk of the one asset but will have less of an effect on the risk associated with the portfolio.

Mortgage Backed Securities = MBS = An investment instrument that represents ownership of an undivided interest in a group of mortgages. Principal and interest from the individual mortgages are used to pay investors' principal and interest on the MBS. Also known as "mortgage pass-through."

Nano-Cap = Small public company with a market capitalization below $50 million.

NASD (National Association of Securities Dealers) = A securities industry organization responsible for the operation and regulation of the Nasdaq stock market and over-the-counter markets. They also administrate exams for investment professionals, such as the series 7 exam.

Nasdaq = Created in 1971, the Nasdaq was the world's first electronic stock market. The Nasdaq is a computerized system that facilitates trading and provides price quotations on some 5,000 of the more actively traded over-the-counter stocks. The term "Nasdaq" used to be capitalized "NASDAQ" as an acronym for National Association of Securities Dealers Automated Quotation. In recent times, the acronym was dropped, and Nasdaq is now used as a proper noun.

Nasdaq Listing = The process of having a company's securities trading on Nasdaq, a computerized system that facilitates trading and provides price quotations on some 5,000 of the more actively traded over-the-counter stocks.

Nasdaq National Market Securities = Nasdaq-NM = The Nasdaq National Market consists of over 3000 companies that have a national or international shareholder base, meet stringent financial requirements, and agree to specific corporate governance standards.

Nasdaq Public Shell = A public corporation that is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders. It has no business operation or significant assets.

National Association of Securities Dealers (NASD) = A securities industry organization responsible for the operation and regulation of the Nasdaq stock market and over-the-counter markets. They also administrate exams for investment professionals, such as the series 7 exam.

National Market System =
A system with two main functions: 1. To facilitate trading of OTC stocks whose size, profitability, and trading activity meet specific criteria. 2. To post prices for securities on the NYSE and other regional exchanges simultaneously, allowing investors to obtain the best price.

National Quotations Bureau (Pink Sheets) = Electronic quotation system by the National Quotation Bureau containing price quotations for over-the-counter stocks. The Pink Sheets pre date NASDAQ. Since becoming electronically quoted in 1999 they are becoming more and more popular. Even larger sized companies are trading there as the Pink Sheets grow in prominence.

Net Asset Value = NAV = 1. In the context of mutual funds, the total value of the fund's portfolio less liabilities. The NAV is usually calculated on a daily basis. = 2. In terms of corporate valuations, the book value of assets less liabilities.

Net Asset Value Per Share = NAVPS = 1. The value of a mutual fund share. Calculated by dividing the total net asset value of the fund by its number of outstanding shares. = 2. A fundamental analysis indicator that gives an estimate of the value of a fund's shares after all assets are sold and all liabilities are paid off.

Net Income = NI = An individual or company's total earnings, reflecting revenues adjusted for costs of doing business, depreciation, interest, taxes, and other expenses.

Net Tangible Assets = Calculated as the total assets of a company, minus any intangible assets such as goodwill, patents and trademarks, less all liabilities and the par value of preferred stock. Also known as "net asset value" or "book value".

New Issue = The event of a security being sold to the public for the first time.

New York Board of Trade = NYBOT = A commodities exchange in New York that trades futures and options on sugar, cotton, coffee, cocoa, and orange juice, in addition to interest rates, currency, and indexes.

New York Mercantile Exchange = NYMEX = The world's largest physical commodity futures exchange. Trading is conducted through two divisions: the NYMEX Division, which is home to the energy, platinum and palladium markets, and the COMEX Division, where metals like gold, silver and copper and the FTSE 100 index options are traded. The NYMEX uses an outcry trading system during the day and an electronic trading system after hours.

New York Stock Exchange = NYSE = A corporation, operated by a board of directors, responsible for listing securities, setting policies, and supervising the stock exchange and its member activities. The NYSE also oversees the transfer of members' seats on the Exchange, judging whether a potential applicant is qualified to be a specialist.

Non-Reporting Shell = A public shell that is not reporting.

NYSE = New York Stock Exchange.

NYSE Composite Index = Measures all common stocks listed on the New York Stock Exchange and four subgroup indexes: Industrial, Transportation, Utility, and Finance. The index tracks the change in market value of NYSE common stocks, adjusted to eliminate the effects of new listings and de-listings. The market value of each stock is calculated by multiplying its price per share by the number of shares listed.

NYSE Listing = Listing a company's securities for trading on the New York Stock Exchange.

NYSE Public Shell = A public corporation that is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders. It has no business operation or significant assets.

Offering = An offering of stocks or bonds.

Offering Circular = An abbreviated prospectus for a new security listing. Delivered to individuals and brokerage houses, these documents are issued to arouse interest in the new issue.

Offering Memorandum = A legal document stating the objectives, risks, and terms of investment involved with a private placement.

Officer = An executive of a company who shares responsibility for the operation of his/her company.

Online Trading = Making trades via the Internet.

Open End Fund = A mutual fund that continues to sell shares to investors, and will buy back shares when investors wish to sell.

Organization for Economic Cooperation and Development = OECD = The OECD is a group of 30 member countries who discuss and develop economic and social policy.

OTC (Over The Counter) = An electronic trading service offered by the National Association of Security Dealers (NASD) that shows real-time quotes, last-sale prices, and volume information for over-the-counter (OTC) equity securities. OTC securities include newer small cap companies, national, regional and foreign equity issues, warrants, units, American Depositary Receipts (ADRs) and Direct Participation Programs (DPPs).

OTC Bulletin Board = An electronic trading service offered by the National Association of Security Dealers (NASD) that shows real-time quotes, last-sale prices, and volume information for over-the-counter (OTC) equity securities. OTC securities include newer small cap companies, national, regional and foreign equity issues, warrants, units, American Depositary Receipts (ADRs) and Direct Participation Programs (DPPs).

OTC Bulletin Board Listing = The process having a company's securities eligible for trading on the over the counter bulletin board.

OTCBB (Over The Counter Bulletin Board) = An electronic trading service offered by the National Association of Security Dealers (NASD) that shows real-time quotes, last-sale prices, and volume information for over-the-counter (OTC) equity securities. OTC securities include newer small cap companies, national, regional and foreign equity issues, warrants, units, American Depositary Receipts (ADRs) and Direct Participation Programs (DPPs).

OTCBB Listing = The process having a company's securities eligible for trading on the over the counter bulletin board.

OTCBB Public Shell = A public corporation that is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders. It has no business operation or significant assets.

OTC Options = Exotic options traded on the over-the-counter market, where participants can choose the characteristics of the options traded.

Over The Counter (OTC) = An electronic trading service offered by the National Association of Security Dealers (NASD) that shows real-time quotes, last-sale prices, and volume information for over-the-counter (OTC) equity securities. OTC securities include newer small cap companies, national, regional and foreign equity issues, warrants, units, American Depositary Receipts (ADRs) and Direct Participation Programs (DPPs).

Over The Counter Bulletin Board (OTCBB) = An electronic trading service offered by the National Association of Security Dealers (NASD) that shows real-time quotes, last-sale prices, and volume information for over-the-counter (OTC) equity securities. OTC securities include newer small cap companies, national, regional and foreign equity issues, warrants, units, American Depositary Receipts (ADRs) and Direct Participation Programs (DPPs).

Over the Counter Listing = The process having a company's securities eligible for trading on the over the counter bulletin board.

Oxley Sarbanes = An act passed by U.S. Congress to protect investors from the possibility of fraudulent accounting activities by corporations.

Pacific Exchange = PCX = A corporation, operated by a board of directors, responsible for listing securities, setting policies, and supervising the stock exchange and its member activities. The NYSE also oversees the transfer of members' seats on the Exchange, judging whether a potential applicant is qualified to be a specialist.

Passive Foreign Investment Company = PFIC = A foreign company whose income is 75% passive or has over 50% of its assets in investments earning interest, dividends, and/or capital gains.

Penny Stock = A stock which sells for less than one dollar per share (or in some cases, less than five dollars per share). Penny stocks are almost always small cap stocks, but the reverse isn't necessarily true. They are traded on the OTC Bulletin Board and the Pink Sheets.

Penny Stock List = A list of stock that sells for less than $1 a share but may also rise to as much as $10/share as a result of heavy promotion. All penny stocks are traded OTC or on the pink sheets.

Philadelphia Stock Exchange = PHLX = The first stock exchange to be formed in the United States.

Piggy Back Registration = When an underwriter allows existing holdings of a company's shares to be sold in conjunction with an offering of new public shares.

Pink Sheets = A daily publication compiled by the National Quotation Bureau containing price quotations for over-the-counter stocks. Unlike companies on a stock exchange, companies quoted on the pink sheets system are not required to meet minimum requirements or file with the SEC.

Pink Sheet Listing = The process having a companies securities eligible for trading on the Pink Sheets (National Quotations Bureau).

Pink Sheet Stock = Stocks trading on the Pink Sheets.

Pink Sheets = Electonic quotation system by the National Quotation Bureau containing price quotations for over-the-counter stocks.  The Pink Sheets pre date NASDAQ.  Since becoming electronically quoted in 1999 they are becoming more and more popular. Even larger sized companies are trading there as the Pink Sheets grow in prominence.

Pink Sheets Public Shell = A public corporation that is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders. It has no business operation or significant assets.

PIPE Funding = A private investment firm or mutual funds purchases of stock in a company at a discount to the current market value per share.

PIPE Offering = A transaction in which accredited investors are allowed to purchase stock in a public company, usually below the market price. The stock is registered with the SEC so that it may later be resold to the public.

PIPES = A transaction in which accredited investors are allowed to purchase stock in a public company, usually below the market price. The stock is registered with the SEC so that it may later be resold to the public.

PIPES Financing = A private investment firm or mutual funds purchases of stock in a company at a discount to the current market value per share.

PIPES Offering = A transaction in which accredited investors are allowed to purchase stock in a public company, usually below the market price. The stock is registered with the SEC so that it may later be resold to the public.

Preferred Redeemable Increased Dividend Equity Security = PRIDES = First introduced by Merrill Lynch, PRIDES are synthetic securities consisting of a forward contract to purchase the issuer's underlying security and an interest bearing deposit. Interest payments are made at regular intervals, and conversion into the underlying security is mandatory at maturity.

Preferred Stock = A class of ownership in a corporation with a stated dividend that must be paid before dividends to common stock holders. Preferred stock does not usually have voting rights.

Price=Earnings Ratio = P/E Ratio = A valuation ratio of a company's current share price compared to its per-share earnings.

Private Company = A company whose ownership is private and, thus, do not need to meet the strict SEC filing requirements of public companies.

Private Equity = When equity capital is made available to companies or investors from private sources.

Private Investment in Public Equity (PIPE) = A transaction in which accredited investors are allowed to purchase stock in a public company, usually below the market price. The stock is registered with the SEC so that it may later be resold to the public.

Private Placement = Raising of capital via private rather than public placement. The result is the sale of securities to a relatively small number of investors.

Private Placement Memorandum = Raising of capital via private rather than public placement. The result is the sale of securities to a relatively small number of investors.

Private Placement Offering = Raising of capital via private rather than public placement. The result is the sale of securities to a relatively small number of investors.

Prospectus = 1. A formal legal document describing details of a corporation. The prospectus is generally created for a proposed offering (usually an IPO), but they can still be obtained from existing businesses as well. The prospectus includes company facts that are vitally important to potential investors. = 2. In this case of mutual funds, a prospectus describes the fund's objectives, history, manager background, and financial statements.

Proxy = A formal document signed by a shareholder to authorize another shareholder, or commonly the company's management, to vote the holder's shares at the annual meeting.

Public Company Accounting = Accounting for Public Companies.

Public Company Accounting Oversight Board (PCAOB) = A non-profit organization that regulates auditors of publicly traded companies.

Public Shell = A public corporation that is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders.  It has no business operation or significant assets.

Public Shells = Plural of Public Shell. A public corporation that is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders.  It has no business operation or significant assets.

Publicly Traded Company = A public corporation.

Public Traded Partnership = A limited partnership that also has interests traded in the equity securities market.

Raging Bull = Optimistic investors who are presently predicting good things for the market, and are attempting to profit from this upward movement. For example if you are bullish on the S&P 500 you will attempt to profit from a rise in the index by going long on it. Bulls are are the exact opposite of the market's bears, who are pessimistic and believe that a particular security, commodity or entity will suffer a decline in price. Bullishness does not necessarily apply only to the stock market; you could for example be bullish on just about anything, including commodities like soy beans, crude oil or even peanuts.

Raising Money = Process of obtaining additional capitalization or funding.

Real Estate Investment Trust = REIT = A security that sells like a stock on the major exchanges and invests in real estate directly, either through properties or mortgages.

Red Herring = A preliminary registration statement that must be filed with the SEC describing a new issue of stock (IPO) and the prospects of the issuing company.

Regional Stock Exchange = Any exchange that resides beyond the country's main financial center.

Reg D = A Securities and Exchange Commission (SEC) regulation governing private placement exemptions.

Registered Investment Advisor = RIA = An advisor, registered with the Securities and Exchange Commission, who manages the investments of others.

Registered Representative = A person who works for a brokerage company that is licensed by the Security and Exchange Commission (SEC) and acts as an account executive for clients trading investment products such as stocks, bonds and mutual funds. Also known as an "account executive". It is also refers to a person registered with the Commodity Futures Trading Commission (CFTC) who works for a commission house or a futures commission merchant.

Registered Spinoff = A spinoff involving a registration statement.

Registration Statement = A carefully prepared set of documents, including a prospectus, which is filed with the SEC prior to an initial public offering.

Regulation A = An SEC regulation that governs offerings of $5,000,000 or less, which qualify for simplified registration (an exemption).

Regulation D = A Securities and Exchange Commission (SEC) regulation governing private placement exemptions.

Regulation Fair Disclosure = Reg FD = A rule passed by the Securities and Exchange Commission in an effort to prevent selective disclosure by public companies to market professionals and certain shareholders. The Reg FD rule reads as follows: "Whenever an issuer, or any person acting on its behalf, discloses any material nonpublic information regarding that issuer or its securities to [certain enumerated persons], the issuer shall make public disclosure of that information... simultaneously, in the case of an intentional disclosure; and... promptly, in the case of a non-intentional disclosure." 

Regulation G = The Federal Reserve Board regulation that governs the extension of credit for securities transactions by commercial lenders and non-financial corporations.

Regulation M = An IRS regulation that allows regulated investment companies to pass taxes from capital gains, dividends, and interest distributions onto individual investors.

Regulation Q = A Federal Reserve Board regulation that limits the interest rate banks can pay on savings deposits.

Regulation T = The Federal Reserve Board regulation that governs customer cash accounts and the amount of credit that brokerage firms and dealers may extend to customers for the purchase of securities.

Regulation U = The Federal Reserve Board regulation that governs loans by banks for the purchase of securities.

REIT = A security that sells like a stock on the major exchanges and invests in real estate directly, either through properties or mortgages. REITs receive special tax considerations, and typically offer investors high yields as well as a highly liquid method of investing in real estate. Equity REITs: Equity REITS invest in and own properties (thus responsible for the equity or value of their real estate assets). Their revenues come principally from their properties' rents. Mortgage REITs: Mortgage REITs deal in investment and ownership of property mortgages. These REITs loan money for mortgages to owners of real estate, or invest in (purchase) existing mortgages or mortgage backed securities. Their revenues are generated primarily by the interest that they earn on the mortgage loans. Hybrid REITs: Hybrid REITs combine the investment strategies of Equity REITs and Mortgage REITs by investing in both properties and mortgages.

Reporting Public Shell = A public shell that is reporting with the SEC.

Restricted Stock = Insider holdings that are under some other kind of sales restriction. Restricted stock must be traded in compliance with special SEC regulations.

Retail Investor = Individual investors who buy and sell securities for their personal account, and not for another company or organization.

Reverse Stock Split = A reduction in the number of a corporation's shares outstanding that increases the par value of its stock or its earnings per share. The market value of the total number of shares (market capitalization) remains the same.

Reverse Takeover = RTO = 1. The buying out of larger company by a smaller company. = 2. The purchasing of a public company by a private company.

Reverse Triangular Merger = When the subsidiary of the acquiring corporation merges with the target firm. In this case, the subsidiary's equity merges with the target firm's stock. As a result of the merger, the target would become a wholly-owned subsidiary of the acquirer and shareholders of the target would get shares of the acquirer.

Road Show = A presentation by an issuer of securities to potential buyers. It is intended to create interest in the securities.

RTO = Reverse takeover.

Rule 144A = A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves.

Rule 504 = A Securities and Exchange Commission (SEC) regulation governing private placement exemptions.

Rule 505 = A Securities and Exchange Commission (SEC) regulation governing private placement exemptions.

Rule 506 = A Securities and Exchange Commission (SEC) regulation governing private placement exemptions.

Sarbanes Oxley Act = An act of congress. See Sarbanes Oxley.

Sarbanes Oxley Compliance = Pertains to following the laws, set out in the Sarbanes Oxley Act.

S-3 Filing = The most simplified registration form. It can only be used by companies that have been required to report under the '34 Act for a minimum of twelve months and have met the timely filing requirements set forth under Form S-2.

S-1 = S-1 Registration Statement with SEC.

S-8 Filing = A SEC filing required for companies wishing to issue equity to their employees.

Safe Harbor = 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. = 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. In effect, this gives the target company a "safe harbor." = 3. An accounting method that avoids legal or tax regulations and allows for a simpler method (usually) of determining a tax consequence than those methods described by the precise language of the tax code.

SB-1 = A type of Registration statement for small business issuers.

SB-2 = A type of Registration statement for small business issuers.

SEC = Securities and Exchange Commission

SEC EDGAR = The SEC's system used by all public companies to transmit required filings, such as quarterly reports and annual reports and ongoing disclosure obligations. Also called Electronic Data Gathering, Analysis, and Retrieval (EDGAR).

Secondary Market = A market in which an investor purchases an asset from another investor, rather than an issuing corporation.

Secondary Offering = A sale of securities in which one or more major stockholders in a company sell all or a large portion of their holdings. The underwriting proceeds are paid to the stockholders, rather than to the corporation.

Securities = An instrument representing ownership (stocks), a debt agreement (bonds), or the rights to ownership (derivatives).

Securities Act = The Securities Act generally requires companies to give investors "full disclosure" of all "material facts," the facts investors would find important in making an investment decision. This Act also requires companies to file a registration statement with the SEC that includes information for investors. The SEC does not evaluate the merits of offerings, or determine if the securities offered are "good" investments. The SEC staff reviews registration statements and declares them "effective" if companies satisfy our disclosure rules.

Securities Attorney = An attorney specializing in the laws pertaining to instruments representing ownership (stocks), a debt agreement (bonds), or the rights to ownership (derivatives).

Securities Law = The laws pertaining to instruments representing ownership (stocks), a debt agreement (bonds), or the rights to ownership (derivatives).

Securities Lawyer = An attorney specializing in the laws pertaining to instruments representing ownership (stocks), a debt agreement (bonds), or the rights to ownership (derivatives).

Security = An instrument representing ownership (stocks), a debt agreement (bonds), or the rights to ownership (derivatives).

SEDAR = The electronic filing system for the disclosure of documents of public companies and mutual funds across Canada.

Series 63 = A securities license entitling the holder to solicit orders for any type of security in a particular state. This license is required in addition to the Series 7 or Series 6.

Series 7 = A general securities registered representative license, it entitles the holder to sell all types of securities products with the exception of commodities/futures (which requires a Series 3 license).

Shareholder = Any person, company, or other institution that owns at least 1 share in a company. A shareholder may also be referred to as a stockholder.

Shareholder's Equity = A firms total assets minus its total liabilities, or equivalently, share capital plus retained earnings minus treasury shares. It is the amount of the company that is financed through common and preferred shares.

Shares = Certificates representing ownership in a corporation.

Shelf Offering = An SEC provision allowing an issuer to register a new issue security without selling the entire issue at once. 

Shelf Registration = An term used for the SEC rule 415, which allows a corporation the ability to comply with registration requirements up to 2 years before doing a public offering. The corporation must still file the required annual and quarterly reports to the SEC. 

Shell Company = A legal entity that is separate and distinct from its owners. Corporations enjoy most of the rights and responsibilities that an individual possesses; that is, a corporation has the right to enter into contracts, loan and borrow money, sue and be sued, hire employees, own assets and pay taxes.  The most important aspect of a corporation is limited liability. That is, shareholders have the right to participate in the profits, through dividends and/or the appreciation of stock, but are not held personally liable for the company's debts.

Shell Corporation = A corporation without active business operations or significant assets.

Shells = A public corporation that is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders.  It has no business operation or significant assets.

Small Business Administration = A Federal agency which makes loans to small businesses.

Socially Responsible Investment = SRI = Investments or funds containing stock in companies whose activities are considered ethical.

Specialist = A person on the trading floor of certain exchanges who holds an inventory of particular stocks. The specialist is responsible for managing limit trades, but does not make information on outstanding limit orders available to other traders.

Stock = A type of security that signifies ownership in a corporation and represents a claim on part of the corporation's assets and earnings. There are two main types of stock: common and preferred. Common stock usually entitles the owner the right to vote at shareholder meetings and to receive dividends that the company has declared. Preferred stock generally does not have voting rights, but has a higher claim on assets and earnings than the common shares. For example, owners of preferred stock receive dividends before common shareholders and have priority in the event a company goes bankrupt and is liquidated. Also known as shares, or equity.

Spinoff = A new, independent company created through selling or distributing new shares for an existing part of another company.

Stock Brokerage = A financial intermediary that performs a variety of services. This includes underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations.

Stock Dividend = A dividend payment made in the form of additional shares, rather than a cash payout.

Stock Listing Requirements = The requirements to trade on NYSE, AMEX, etc.

Stock Market = General term for the organized trading of stocks through exchanges and over-the-counter.

Stock Offering = An offering of a security (stock).

Stock Option = A privilege, sold by one party to another, that gives the buyer the right, but not the obligation, to buy (call) or sell (put) a stock at an agreed-upon price during a certain period of time or on a specific date.

Stockbroker = An individual or firm that charges a fee or commission for executing buy and sell orders submitted by an investor.

Stock Market Listing = The acceptance of a security for trading on a registered exchange.

Stock Split = The dividing of a company's existing stock into multiple shares. In a 2-for-1 split, each stockholder receives an additional share for each share he or she holds.

Stock Spread = 1. The difference between the bid and the ask prices of a security or asset. = 2. An options position established by purchasing one option and selling another option of the same class, but of a different series. 

Stock Symbol = A unique symbol assigned to a security. NYSE and AMEX listed stocks have symbols of three characters or less. Nasdaq-listed securities have four or five characters. If a fifth letter appears, it identifies the security as other than a single issue of common stock. Stock symbols are also known as tickers or ticker symbols.

Stockholer's Equity = The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock, and intangible assets.

Strategic Alliance = An arrangement between two companies who have decided to share resources in a specific project.

Syndicate = A group of bankers, insurers, etcetera, who work together on a large project.

Takedown = 1. The price at which underwriters obtain securities to be offered to the public. = 2. The portion of securities that each investment banker will distribute in a secondary or initial pubic offering.

Takeover = A corporate action where an acquiring company makes a bid for an acquiree. If the target company is publicly traded, the acquiring company will make an offer for the outstanding shares.

The Bond Buyer = A century-old U.S. newspaper published five times a week covering the municipal bond industry. Banks, underwriters, government agencies, Wall Street firms, insurance companies and others read it for municipal bond news, trends and analysis.

Ticker Tape = A computerized device that relays financial information to investors around the world, including the stock symbol, the latest price, and volume on securities as they are traded.

Toronto Stock Exchange = TSX = The largest stock exchange in Canada, traditionally home to a large number of natural resource companies.

Trade = 1. A transaction involving the sale and purchase of a security. = 2. In general, the buying and selling of goods and services.

TSE = The stock exchange headquartered in Tokyo, Japan.

Turnaround = A situation where a company that has had poor performance for an extended period of time experiences a positive reversal.

Underwriter = An organization that raise investment capital from investors on behalf of corporations and governments that are issuing securities (both equity and debt).

Underwriting = The process by which investment bankers raise investment capital from investors on behalf of corporations and governments that are issuing securities (both equity and debt).

Venture Capital = Financing for new businesses. In other words, money provided by investors to startup firms and small businesses with perceived, long-term growth potential. This is a very important source of funding for startups that do not have access to capital markets and typically entails high risk for the investor but has the potential for above-average returns

Venture Capitalist = An investor who provides capital to either start-up ventures or support small companies who wish to expand but do not have access to public funding.

Venture Capital Funds = An investment fund that manages money from investors seeking private equity stakes in small and medium=size enterprises with strong growth potential.

Vertical Merger = A merger between two companies producing different goods or services for one specific finished product.

White Knight = A company that makes a friendly takeover offer to a target company that is being faced with a hostile takeover from a separate party.

15c211 = A form filed for the trading of a companies securities.

8=K = A form that is filed with the Securities and Exchange Commission.

 

Contact Us
Going Public Agreement Handshake.
Other Services
How To Raise CapitalInvestor RelationsOur MissionThe Ultimate Go Public Strategy
Joint Venture and StrategyIPO Insight LinksDefinitionsReverse Merger
Public ShellMarket Makers IPO Initial Public Offering Go Public Insights
S-1 Registration Statement Our Firm • Go Public Glossary Site Map
Raise CapitalPublic CompanyRegulation D15c211
 
website counter