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Accredited Investors

Accredited investor status can permit participation in private offerings that are not registered with the SEC. This explainer covers income and net-worth tests, professional credentials, entity categories, joint calculations, verification, investor protection, illiquidity, and due diligence.

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Rule 144

SEC Rule 144 provides a safe harbor that can allow public resales of restricted or control securities when its conditions are met. This explainer covers holding periods, current information, volume and manner-of-sale limits, Form 144, affiliates, legends, and issuer status.

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Form S-1

Form S-1 is a comprehensive registration statement used for many public offerings of securities. This explainer covers the prospectus, business and risk disclosure, financial statements, use of proceeds, dilution, selling holders, exhibits, SEC review, amendments, and effectiveness.

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Prospectuses

A prospectus is the principal investor-facing disclosure document for a registered securities offering. This explainer covers preliminary and final versions, shelf prospectuses, supplements, risk factors, financial statements, pricing, dilution, underwriters, selling holders, and incorporation by reference.

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Quiet Periods

A securities offering quiet period describes communication limits intended to prevent improper conditioning of the market. This explainer covers offers, publicity, research, gun-jumping, normal-course communications, safe harbors, emerging growth companies, post-offering practices, and why there is no single universal blackout.

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Bookbuilding

Bookbuilding is the demand-gathering process underwriters use to help price and allocate a securities offering. This explainer covers road shows, indications of interest, price ranges, order quality, oversubscription, allocation judgment, conflicts, stabilization, and why the order book is not guaranteed demand.

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Market Makers

A market maker provides displayed or accessible buy and sell quotations and stands ready to trade. This explainer covers bids and asks, spreads, inventory, venue obligations, wholesale execution, payment for order flow, price improvement, volatility, conflicts, and investor safeguards.

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Bid-Ask Spreads

The bid-ask spread measures the difference between the highest displayed bid and lowest displayed ask. This explainer covers quoted versus effective spreads, liquidity, volatility, order size, market makers, price improvement, hidden interest, execution costs, and comparison across securities.

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Order Books

An order book is the venue-level queue of buy and sell interest in a security. This explainer covers price levels, displayed size, price-time priority, market depth, hidden and conditional orders, fragmentation, cancellations, slippage, and why visible liquidity can change instantly.

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Limit Orders

A limit order instructs a broker to buy at a specified price or lower, or sell at a specified price or higher. This explainer covers price protection, nonexecution, marketable limits, time in force, partial fills, queue priority, fast markets, displayed orders, and investor tradeoffs.

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Market Orders

A market order tells a broker to trade promptly at the best prices currently available. This explainer covers execution priority, price uncertainty, bid and ask quotes, market depth, partial fills, slippage, volatility, trading halts, routing, and alternatives.

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Stop Orders

A stop order remains inactive until a trigger price is reached, then becomes another order type. This explainer covers sell and buy stops, market and stop-limit conversions, trigger standards, price gaps, volatility, short-lived moves, broker differences, and risk management.