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Glossary

 A

 add-on offering when a publicly traded company issues additional shares to the public
 age of majority legally recognized age of adulthood; 18 in most U.S. states
 allocation the amount of stock in an initial public offering (IPO) that is sold to a customer
 amendment additional registration document that is filed by the issuer with the SEC that has additional information regarding the proposed offering for that company
 American Depositary Receipts (ADRs) securities offered by non-U.S. companies who want to list on an American exchange; each ADR represents a certain number of a company’s regular shares

 B

 beneficiary individual who receives the benefit from an estate, trust, retirement account, life insurance policy, or account with a transfer on death (TOD) designation
 best efforts arrangement whereby investment bankers acting as agents agree to do their best to sell an issue to the public; instead of buying the securities outright, these agents have an option to buy and an authority to sell the securities
 book list of all indications of interest for a new issue offering put together by the lead underwriter
 buy-sell agreement for business with multiple owners; legal contract that stipulates the terms for remaining owners to purchase the interest of one that is departing

 C

 calendar refers to upcoming IPOs and secondary offerings; Fidelity maintains equity, bond, and municipal calendars
 cancellation when an IPO or secondary issue has difficulty getting investor interest to raise the desired capital, the company issuing the shares may cancel the offering in favor for some other form of financing
 charitable lead trust trust designed to make payments to the grantor and/or other noncharitable beneficiaries for a set number of years or the duration of the grantor’s life; when the trust term ends, remaining assets are distributed to one or more charities
 charitable remainder trust trust designed to make payments to a charity for a set number of years or the duration of the grantor’s life; when the trust term ends, remaining assets are distributed to the donor and/or other beneficiaries
 charitable trust trust designed to benefit one or more charities
 closing letter sent by the IRS to the executor to indicate that the estate’s tax return is satisfactory; depending on state law, the executor may have to file a closing letter with the state tax bureau
 COBRA federal mandate for most employers with group health care coverage to offer employees the opportunity to temporarily continue group coverage under their existing plan if the coverage would otherwise cease due to termination, layoff, or death; covered individuals (including family members) may be eligible for the same level of benefits received prior to the death or termination, but are often responsible for the entire policy premium
 co-manager underwriters for the initial public and secondary offerings who are not the lead manager controlling the offering; names of these underwriters appear on the bottom of the front page of the prospectus, with the most important manager appearing on the top left, and the co-managers arrayed from left to right in order of importance
 common stock units of ownership in a public company for which the holders can typically vote on matters pertaining to the company and receive dividends from the company’s growth; common stockholders are the last to receive assets if the company liquidates
 cooling off period time period, usually about 20 days, between the filing of the registration statement with the Securities and Exchange Commission (SEC) and the offer of those securities to the public; during the cooling off period, the syndicate and selling group members distribute tombstone notifications announcing the new issue, send preliminary prospectuses to qualified investors for review, and take indications of interest from customers
 covered non-public company any non-public company satisfying the following criteria: income of at least $1 million in the last fiscal year or in two of the last three fiscal years and shareholders’ equity of at least $15 million; shareholders’ equity of at least $30 million and a two-year operating history; or total assets and total revenue of at least $75 million in the latest fiscal year or in two of the last three fiscal years
 credit shelter trust trust established to bypass the surviving spouse's estate in order to make full use of each spouse's federal estate tax exemption (also known as family trust, bypass trust, or B trust)

 D

 disclosure material information (e.g., management practices, financial statements and legal involvements, etc.) made public by an issuer as required by the Securities and Exchange Commission; the purpose is to put investors on notice of information pertinent to their making initial and continued investment decisions about the issuer
 due diligence reasonable investigation conducted by the parties involved in preparing a disclosure document to form a basis for believing that the statements contained therein are true and that no material facts are omitted
 durable power of attorney
a document that gives a designated individual the ability to manage your financial affairs, make health care decisions, or conduct other business for you if you are incapacitated

 E

 EDGAR – Electronic Data Gathering, Analysis, and Retrieval Securities and Exchange Commission (SEC) computer database system that allows issuers to file reports with the SEC by computer instead of having to file physical documents; this data is available to the general public via the Internet
 effective date the day a newly registered security can be offered for sale
 executor person named in the will who is responsible for managing the decedent's estate (also known as a personal representative or executrix)

 F

 family limited liability company entity designed for the transfer of a business, property, or other assets from parents to children to minimize estate tax liability and possibly provide protection from creditors
 family limited partnership partnership arrangement designed for the transfer of business, property, or other assets between family members, often from parents to children, in an effort to minimize estate tax liability and possibly provide protection from creditors
 final prospectus prospectus that is printed after the deal has been made effective and can be offered for sale; it contains the information not available in preliminary prospectus, such as number of shares issued and the offering price
 firm commitment arrangement whereby investment bankers make outright purchases from the issuer of securities to be offered to the public
 flipper investor who has acquired shares of an IPO at its offering price and sells it immediately—which Fidelity currently defines as within 15 calendar days following pricing
 float number of a company’s shares which are available for trading

 G

 generation-skipping transfer (GST) tax excise tax levied in addition to any gift or estate tax, imposed on the transfer of property to a beneficiary other than a spouse who is two or more generations younger than the donor
 generation-skipping trust trust designed to use the generation-skipping transfer (GST) tax exclusion so that assets may be distributed to beneficiaries who are two or more generations younger than the donor, such as grandchildren, without incurring GST tax
 go public process by which a privately held company first offers shares of stock to the public; this is done via an initial public offering (IPO)
 grantor with respect to trusts, the person who creates the trust using his or her own assets (also known as donor or settlor)
 grantor retained annuity trust (GRAT) irrevocable trust that pays a fixed annuity to the grantor for a defined term, with the remainder of the trust passing to a noncharitable beneficiary
 grantor retained unitrust (GRUT) trust that pays a fixed percentage back to the donor for a period of time; designed for the transfer of business or property assets and shifts future appreciation to children through the use of gift tax rather than estate tax
 green shoe part of the underwriting agreement which, in the event the offering is oversubscribed, allows the issuer to authorize additional shares (typically 15%) to be distributed by the syndicate; also called the overallotment option
 gross spread difference between the offering price and the net proceeds given to the company; the difference is made up of various fees charged to the issuer, including the selling concession, manager’s fees, underwriting fees, and reallowance

 H

 health care proxy type of power of attorney that gives a designated individual decision-making power over one's medical affairs; may include "living will" provisions, as well (also known as durable power of attorney for health care)
 heir individual who is eligible to inherit the assets of someone who died without a will; also commonly used to describe any beneficiary or inheritor (also known as heir at law)
 heir at law individual who is eligible to inherit the assets of someone who died without a will; determined by state intestacy laws of the state of the deceased's primary residence
 holding company company that owns enough shares of another company to secure voting control
 hot issue IPO that trades at a significantly higher price on the secondary market than its initial offering price—this usually occurs when demand of the issue far exceeds the supply; the Securities and Exchange Commission (SEC) defines an issue as hot when it trades 5% higher than its offering price in the secondary market

 I

 illiquid refers to a noncash asset that cannot be sold quickly or easily without the risk of loss in value
 insiders persons such as management, directors, and significant stockholders who are privy to information about the operations of a company that is not known to the general public; insiders are subject to various restrictions and or limitations regarding equity stock offerings
 intestate describes the death of an individual with no will; all property and assets that would otherwise be governed by a will are passed to beneficiaries according to state intestacy laws
 IPO privately held company offers its shares to the public—an initial public offering (IPO)
 irrevocable life insurance trust (ILIT) irrevocable trust funded with a life insurance policy and designed to exclude life insurance proceeds from the taxable estate while providing liquidity to the estate and/or the trust's beneficiaries; it generally cannot be changed once it is created
 irrevocable trust trust that cannot be changed once it is created (during the grantor's lifetime or at his or her death)
 issue price price at which a new security will be distributed to the public prior to the new issue trading on the secondary market; commonly referred to as offering price

 J

 joint ownership with right of survivorship ownership arrangement in which two or more individuals own the whole of an asset equally; when one owner passes away, assets pass to the other joint owner(s)

 K

(No entries)

 L

 lead underwriter underwriter who, among other things, is in charge of organizing the syndicate, distributing member participation shares, and making stabilizing transactions; the lead underwriter’s name appears on the left side of a prospectus cover
 liquidity degree to which an asset can be bought or sold quickly or the ability to be otherwise converted to cash quickly
 lockup period time period after an IPO when insiders at the newly public company are restricted by the lead underwriter from selling their shares in the secondary market
 long term care (LTC) insurance insurance that covers the needs of disabled persons not generally covered by health insurance, Medicare, or Medicaid

 M

 market capitalization method of calculating the value of a company that is equal to the number of shares outstanding multiplied by the price of each share of the stock
 minimum required distribution (MRD) mandatory, minimum yearly withdrawals that generally must be taken starting in the year the accountholder turns 70½, upon retirement, or at death

 N

 new issue a security publicly offered for sale for the first time

 O

 offering date the first day a security is publicly offered for sale
 offering price price for which a new security issue will be sold to the public; also known as “issue price”
 offering range price range at which the company expects to sell its stock in a public offering
 outstanding shares number of shares that have been issued by the company that are held by the insiders and the general investing public
 overallotment part of the underwriting agreement which, in the event the offering is oversubscribed, allows the issuer to authorize additional shares (typically 15%) to be distributed by the syndicate; also called the green shoe
 oversubscribed situation in which investors have expressed an interest in buying more shares of a new security than will be available; under this condition, the price of the security has a greater likelihood of opening higher in the secondary market than is the offering price

 P

  per capita method of distributing assets so that each child receives the same proportion of the total assets; should one child pass away prematurely, the assets are then distributed among the remaining children
  per stirpes method of distributing estate assets so that each branch of the family (i.e., child and his or her descendants) receives the same proportion of the total assets, regardless of how many members each branch has
 pipeline supply of new issues that are tentatively scheduled to come to market; pipeline is also referred to as “visible supply”
 postponement when an offering that had a tentative “pricing” date is pushed back in timing to a later date; postponement may occur when market conditions threaten the viability of the offering; extremely adverse market conditions could lead to cancellation of the offering
 power of attorney legal document granting one individual the authority to act for another for legal or financial purposes
 preliminary prospectus offering document printed by the issuer containing a description of the business, discussion of strategy, presentation of historical financial statements, explanation of recent financial results, management and their backgrounds and ownership; the preliminary prospectus has red lettering down the left-hand side of the front cover and is sometimes called the “red herring”
 premium if the opening price of an IPO in the secondary market is higher than its offering price, the difference would be the premium
 price range price range at which the company expects to sell its stock in a public offering; also referred to as “offering range”
 private foundation tax-exempt organization with only a few main contributors, created for the purpose of ongoing charitable giving
 private placement investment in a company by a group of private investors—the offering is limited both by the amount of shares or units and the number of investors; recipients receive restricted stock from the issuer
 privately held company whose shares have never been offered publicly for sale
 probate legal process of settling an estate during which the validity of the will is proven, the deceased's assets are collected and accounted for, debts and taxes are paid, and remaining probate estate assets are distributed
 probate inventory listing of all assets and liabilities related to the deceased's estate

 Q

 qualified domestic trust (QDOT) trust structured to allow the surviving spouse of a non-U.S. citizen to benefit from the marital estate tax exclusion in the deceased spouse's estate
 qualified personal residence trust (QPRT) trust whereby the grantor retains the right to live in the personal residence held in trust, with the residence passing to the beneficiaries at the end of the selected term; it may reduce gift and/or estate taxes by taking advantage of the difference in value of the property when it is transferred to the trust versus when it is distributed to the beneficiaries
 qualified terminable interest property (QTIP) trust trust designed to provide lifetime income to a surviving spouse while transferring the remainder interest to beneficiaries of the grantor's choosing, often used for children from previous marriages; assets in the trust will be included in the surviving spouse’s estate at death
 quiet period time period in which companies are forbidden by the Securities and Exchange Commission (SEC) to promote or hype the offering; starts the day a company files a registration statement and lasts up to 25 days after a stock starts trading

 R

 red herring another name for the preliminary prospectus; the offering document printed by the issuer containing a description of the business, discussion of strategy, presentation of historical financial statements, explanation of recent financial results, management and their backgrounds, and ownership
 registration procedure by which a company who would like to go public files a registration statement with the SEC which contains a description of the company, its management, and its financials; the material is reviewed by the SEC for its completeness, amount of disclosure, and its presentation of accounting information before the SEC declares the registration effective, which allows it to be traded to the public
 revocable trust trust that gives one the ability to pass trust assets to beneficiaries without the delay or expense of probate, but over which the ability to change or terminate during one's lifetime is retained (also known as living trust)
 risk factors considerations that are disclosed in the preliminary prospectus that might materially affect the company’s financials, stock price, or reputation in a negative way
 road show also called the “dog and pony show,” a tour taken by a company preparing for an IPO in order to attract interest in its securities; attended by potential buyers, including institutional investors, analysts, and money managers by invitation only—members of the media are forbidden to attend
 rules of succession state intestacy laws that determine which survivor(s) inherit the estate of an individual that died without a will

 S

 SEC Securities and Exchange Commission, a federal government agency that regulates and supervises the securities industry; the commission administers federal laws, formulates and enforces rules to protect against malpractice, and seeks to ensure that companies provide full disclosure to investors
 secondary offering public sale of previously issued securities held by large investors, usually corporations or institutions
 selling concession commission paid to brokers to help distribute a public securities offering
 selling group group of broker/dealers that helps an underwriting syndicate distribute securities of a public offering
 settlement date date on which an executed trade of securities must be paid for
 shareholder any person who owns shares of a company’s stock
 shelf filing Securities and Exchange Commission rule which allows a company to register a public offering with the SEC which will be made available for sale at some unspecified future date
 SIC code Standard Industrial Classification is a four-digit code that identifies the sector specific industry that a company is a member of
 spinoff conversion of a subsidiary or division of an existing company into a stand-alone entity
 statutory notice notification that is legally required to be made, usually within a specified period of time
 successor trustee individual named in the terms of a trust to assume the role of trustee should the originally appointed trustee be unable or unwilling to assume or continue in the role; for living trusts, the individual named in the trust to succeed as trustee upon the owner's death
 syndicate group of underwriters who assist the lead manager or syndicate manager in distributing a new securities issue
 syndicate manager also referred to as the lead underwriter or managing underwriter who, among other things, is in charge of organizing the syndicate and distributing member participation shares to other members of the syndicate

 T

 taxable estate fair market value of all assets owned by the deceased, minus funeral expenses, debts owed by the deceased, and assets passed to a surviving spouse
 tenants by entirety form of joint ownership of an asset by spouses in which both own the asset equally; upon death of one spouse, ownership passes automatically to the surviving spouse
 tenants in common form of joint ownership of an asset in which ownership can be unequal and one owner's interest can be sold, mortgaged, or willed without the consent of the remaining owner(s); there is no ability to name a beneficiary, so interest in these assets will always fall under the deceased owner's will
 tombstone advertisement placed in print media that serves as an official advisory of a securities offering having been completed for a company; it lists all the managers and co-managers who participated in the event
 tranche French word used to describe segments of the IPO being sold in different countries; a multi-tranche distribution is commonly used for large U.S. and foreign IPOs where there is demand both in the U.S. and in their home country
 transfer on death (TOD) a provision of a brokerage account that allows the account’s assets to pass directly to an intended beneficiary; the equivalent of a beneficiary designation
 transfer on death (TOD) deed legal document that conveys title to a property and has a provision for the transfer of the property to another person or persons immediately upon the death of the owner(s)
 treasury stock stock a company issues then buys back, at which time it is placed in the company’s treasury, where it earns no dividends and carries no voting privileges
 trustee person or institution that is the legal owner of a trust; responsible for managing the assets placed into a trust and otherwise acting according to its terms

 U

 underwriter brokerage firm that raises money for companies using public equity and debt markets; underwriters are financial intermediaries that buy stock or bonds from an issuer and then sell these securities to the public, a process which is highly regulated by the SEC and the National Association of Securities Dealers
 Uniform Gifts to Minors Act (UGMA) state law that allows adults to contribute to a custodial account in the name of a minor beneficiary without having to establish a trust or name a legal guardian; such funds are irrevocable gifts to the minor and may only be used for the benefit of the minor
 Uniform Transfers to Minors Act (UTMA) state law that extends the coverage of the Uniform Gifts to Minors Act (UGMA) so that transfers to a custodial account in the name of the minor beneficiary may be simplified; such funds are irrevocable gifts to the minor and may only be used for the benefit of the minor
 use of proceeds how the company plans to use the monies it generated from an IPO or secondary offering

 V

 venture capital source of money for start-up companies, typically raised by venture capital firms who invest in private companies that need capital to develop and market their products; in return for this investment, the venture capitalists generally receive significant ownership of the company and seats on the board
 volatility characteristic of a security which rises or falls sharply in price within a short time period

 W

 will legal document that defines how a person wants his or her assets distributed at death; may name an executor for the estate and guardianship for minor children
 withdrawal when a company decides to not continue with its proposed offering of securities

 X

(No entries)

 Y

(No entries)

 Z

(No entries)

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 529 plan state- or state-agency-sponsored college savings plan that is flexible and offers tax-deferred growth

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