Registration. Registration can apply to securities, stock exchanges, brokers, dealers, securities associations, clearing agencies, and other persons and matters regulated by the SEC. Registration most commonly refers to securities registration with the SEC, which comes from the requirement that the company provide potential investors with a prospectus before the company can offer its securities for sale. Although a company can circulate a preliminary prospectus, generate buyer interest, and receive offers to buy securities, it may not accept offers or make sales until the SEC declares the registration statement effective.

Report of independent public accountants. A reporting company's independent accountants must indicate the scope of their audit of the company and give an opinion regarding the company's financial statements. The report is filed with the SEC and is provided in a company's annual report.

Report of management. Management's, usually the CEO's and CFO's, brief written statement in an annual report. It assures shareholders that the company is following proper financial procedures, and may discuss the company's process for developing sound financial practices, controls, and reports.

Road show. A promotional effort, usually in connection with securities sales. Underwriters and an issuer's executive officers may tour key cities to meet with invited guests to provide information about the issuer and its pending offering. Road shows are also sometimes conducted in connection with proxy proposals.

Securities and Exchange Commission (SEC). The Commission is the independent, quasi-judicial U.S. government agency responsible for protecting the public against malpractice in the securities and financial markets.

Security. Securities include "notes," "stocks," "bonds," and "debentures," any instrument which might be categorized as an "investment contract," and any other interest or instrument commonly known as a "security."

Shareholder. A person who owns shares in a corporation, often used interchangeably with stockholder.

Shareholder agreement. A contract between all or some shareholders of a corporation, setting out their mutual rights and obligations. These agreements are normally used in closely-held corporations, where shareholders owe each other enhanced duties of fair dealing because of the difficulty in selling the shares and the relative ease with which shareholders can violate another shareholder's rights.

Special meeting of board of directors. A meeting of a corporation's board of directors other than the annual meeting and regularly scheduled meetings. The bylaws usually prescribe how special board meetings may be called.

Special meeting of shareholders. A meeting of a corporation's shareholders other than the annual meeting. The manner in which a special meeting of shareholders may be called is usually specified in the bylaws.

Tippee. A person who receives material nonpublic information from an insider.

Tipper. An insider who discloses material, nonpublic information to an outsider in violation of his fiduciary duty. Trading on a tip may be insider trading.

Tipping. Tipping happens when an insider, intending to give a tippee an advantage in the market, violates his fiduciary duty to the issuing company by deliberately giving inside information to an outsider.

Unequal voting rights. If a company issues more than one class of equity securities, then it is considered unfair to investors if the class of securities offered to the public has either no voting rights or less than equal voting rights. To protect public investors, some states require companies to obtain the existing common shareholders' approval before issuing preferred stock.

Voting. Voting at a shareholders meeting is usually done entirely by proxies at the instruction of shareholders. See "Proxy" and "Proxy Cards."