Blank Check Company

A blank check company is a development stage company that has no specific business plan or purpose or has indicated its business plan is to engage in a merger or acquisition with an unidentified company or companies, other entity, or person. These very small companies typically involve speculative investments and often fall within the SEC's definition of "penny stocks" or are considered "microcap stocks."

Bonds

A bond is a debt security, similar to an IOU. When you purchase a bond, you are lending money to a government, municipality, corporation, federal agency, or other entity known as the issuer. In return for the loan, the issuer promises to pay you a specified rate of interest during the life of the bond and to repay t he face value of the bond (the principal) when it "matures," or comes due. In contrast to bondholders who have IOUs from the issuer, shareholders are owners of the company they purchase.

There are many different kinds of bonds, including: U.S. government securities, municipal bonds, corporate bonds, mortgage and asset-backed securities, federal agency securities, and foreign government bonds.

Collateralized Mortgage Obligations

Collateralized mortgage obligations (CMOs), a type of mortgage-backed security, are bonds that represent claims to specific cash flows from large pools of home mortgages. The streams of principal and interest payments on the mortgages are distributed to the different classes of CMO interests, known as tranches, according to a complicated deal structure. Each tranche may have different principal balances, coupon rates, prepayment risks, and maturity dates (ranging from a few months to twenty years).

CMOs are often highly sensitive to changes in interest rates and any resulting change in the rate at which homeowners sell their properties, refinance, or otherwise pre-pay their loans. Investors in these securities may not only be subjected to this prepayment risk, but also exposed to significant market and liquidity risks.

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Commodity Futures Trading Commission

We sometimes receive questions and complaints about futures trading. A futures contract is an agreement to buy or sell a specific quantity of a commodity or financial instrument at a specified price on a particular date in the future. Commodities include bulk goods, such as grains, metals, and foods, and financial instruments include U.S. and foreign currencies. The SEC administers and enforces the federal laws that govern the sale and trading of securities, such as stocks, bonds, and mutual funds, but we do not regulate futures trading.

We refer questions and complaints about futures to the Commodity Futures Trading Commission (CFTC)-the federal agency that does regulate futures trading. With limited exceptions, the trading of futures must be executed on the floor of a commodity exchange. Similar to broker-dealers that are members of the National Association of Securities Dealers, Inc. or some other self-regulatory organization, all firms and individuals who trade futures with the public or give advice about futures trading must be registered with the National Futures Association (NFA).

Margin

When you buy a stock on margin, you pay for part of the purchase and borrow the rest from your brokerage firm. For example, you may buy $5,000 worth of stock in a margin account by paying for $2,500 and borrowing $2,500 from your firm.

Microcap Stock

The term "microcap stock" applies to companies with low or "micro" capitalizations, meaning the total value of the company's stock. Microcap companies typically have limited assets. For example, in cases where the SEC suspended trading in microcap stocks, the average company had only $6 million in net tangible assets - and nearly half had less than $1.25 million. Microcap stocks tend to be low priced and trade in low volumes.

Options Trading

Options are contracts giving the purchaser the right to buy or sell a security, such as stocks, at a fixed price within a specific period of time. Stock options are traded on a number of exchanges, including:
American Stock Exchange
Boston Stock Exchange
Chicago Board Options Exchange
International Securities Exchange
Pacific Exchange
Philadelphia Stock Exchange

Penny Stock Rules

The term "penny stock" generally refers to low-priced (below $5), speculative securities of very small companies. While penny stocks generally trade over-the-counter, such as on the OTC Bulletin Board or in the Pink Sheets, they may also trade on securities exchanges, including foreign securities exchanges. In addition, penny stocks include the securities of certain private companies with no active trading market.

PIPE Offerings

"PIPE" stands for "private investment in public equity." In a PIPE offering, investors commit to purchase a certain number of restricted shares from a company at a specified price. The company agrees, in turn, to file a resale registration statement so that the investors can resell the shares to the public. To the extent that they increase the supply of a company's stock in the market, PIPE offerings can potentially dilute the value of existing shares.

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"Ponzi" Schemes

Ponzi schemes are a type of illegal pyramid scheme named for Charles Ponzi, who duped thousands of New England residents into investing in a postage stamp speculation scheme back in the 1920s. Ponzi thought he could take advantage of differences between U.S. and foreign currencies used to buy and sell international mail coupons. Ponzi told investors that he could provide a 40% return in just 90 days compared with 5% for bank savings accounts. Ponzi was deluged with funds from investors, taking in $1 million during one three-hour period-and this was 1921! Though a few early investors were paid off to make the scheme look legitimate, an investigation found that Ponzi had only purchased about $30 worth of the international mail coupons.

Decades later, the Ponzi scheme continues to work on the "rob-Peter-to-pay-Paul" principle, as money from new investors is used to pay off earlier investors until the whole scheme collapses. For more information, please read pyramid schemes in our Fast Answers databank.

Promissory Notes

Promissory notes are a form of debt-similar to loans or IOUs-that companies sometimes use to raise money. They are investments that typically involve investors loaning money to a company in exchange for a fixed amount of periodic income. Although promissory notes can be appropriate investments for many individuals, some fraudsters have begun increasingly to use promissory notes as vehicles to defraud investors-especially the elderly-out of millions of dollars.

Real Estate Investment Trusts

Real estate investment trusts, known as REITs, are entities that invest in different kinds of real estate or real estate related assets, including shopping centers, office buildings, hotels, and mortgages secured by real estate.

Unauthorized Transactions

Unauthorized transactions are trades your broker makes in your account without your permission or authorization. But if you have a margin account and the value of the account falls below your firm's requirements, your broker may be able to sell your securities without consulting you first. This would not be an unauthorized transaction if your account agreement allows your broker to sell your securities, even without notice to you, to collect the money you have borrowed.

Variable Annuities

A variable annuity is a contract between you and an insurance company, under which you make a lump-sum payment or series of payments. In return, the insurer agrees to make periodic payments to you beginning immediately or at some future date. You can choose to invest your purchase payments in a range of investment options, which are typically mutual funds. The value of your account in a variable annuity will vary, depending on the performance of the investment options you have chosen.

Variable annuities also offer many of the features of other types of annuities. These include: Tax-deferred growth of earnings;
A death benefit that will pay to your beneficiary the greater of your account value or a guaranteed minimum amount, such as your total purchase payments; and
The option of receiving a stream of periodic payments for either a definite period, such as 20 years or an indefinite period, such as your lifetime or the life of your spouse.

Viatical Settlements

A viatical settlement allows you to invest in another person's life insurance policy. With a viatical settlement, you purchase the policy (or part of it) at a price that is less than the death benefit of the policy. When the seller dies, you collect the death benefit. Your return depends upon the seller's life expectancy and the actual date he or she dies. If the seller dies before the estimated life expectancy, you may receive a higher return. But if the seller lives longer than expected, your return will be lower. You can even lose part of your principal investment if the person lives long enough so that you have to pay additional premiums to maintain the policy.

Viatical settlements can be risky investments. For these reasons, you should exercise caution and thoroughly investigate before you consider investing in a viatical settlement. Many state insurance commissioners license the companies that buy viatical settlement to sell to investors and may have information about a specific company or viatical settlements in general. To find out who your state insurance regulator is, please visit the website of the National Association of Insurance Commissioners. The Federal Trade Commission also has information for those who are considering selling their life insurance policies.

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