Module 24 Cards.txt

Card Set Information

Author:
Anonymous
ID:
191589
Filename:
Module 24 Cards.txt
Updated:
2013-01-07 05:16:48
Tags:
REG module 24
Folders:

Description:
Yaeger REG Mod 24
Show Answers:

Home > Flashcards > Print Preview

The flashcards below were created by user Anonymous on FreezingBlue Flashcards. What would you like to do?


  1. Items considered securities include
    - Stocks, bonds, debentures, stock warrants, stock options, collateral trust certificates, and limited partnership interests.
  2. Items NOT considered securities include:
    • - General partnership interests
    • - CDs
  3. The basic purpose of '33 is to provide information to include:
    - The principal purposes for which the proceeds will be used
  4. If the SEC approves the registration under '33, the SEC does not guarantee:
    - Accuracy, assurances agains loss and no evaluation by SEC
  5. Two main requirements for public sale of securities are:
    • - File a registration statement with SEC
    • - Give a prospectus to investors
  6. Who needs to file a registration statement with SEC?
    - Only issuers, underwriters or dealers need to
  7. Registration statements must contain three items:
    • - Prospectus
    • - Audited financial statements
    • - Names of issuer, directors & underwriters
    • - Basic securities information (PANS)
  8. Issuers cannot sell securities until:
    - The registration statement becomes effective
  9. A registration statement become effective…
    - 20 days after filing date
  10. During the 20 day waiting period, the corporation may:
    • - Make oral offers to sell
    • - Make written announcements
    • - Release a preliminary prospectus (red herring)
    • - May place "tombstone ads" to make known the availability of a prospectus
  11. Accredited investors are:
    • - Banks
    • - Insurance co.
    • - Investment co.
    • - Officer or director of the issuer
    • - Millionaires
  12. Exemptions from registration under '33 Act (IDANCE):
    • - Intrastate offerings
    • - Regulation D
    • - Regulation A (simplified registration)
    • - No Sale Transactions
    • - Casual sales
    • - Exempt securities
  13. Exempt securities include:
    • - Those by banks, governments, common carriers & non-profit groups
    • - Short term commercial paper that matures in 9 month or less
  14. No sale transactions are:
    - issue deals exclusively with stockholders without paying commission
  15. Regulation A, which only provides a simplified registration, is permitted for small issues if:
    • - Amount to be sold is less than 5M in 12 months
    • - Offering circular, not a prospectus, is filed with SEC & given to investors
  16. Intrastate offerings are exempt when:
    • - issuer is from the state & does 80% of their business there
    • - may only be sold to residents of the state
    • - resale by purchasers is restricted for 9 months to residents of that state
  17. Regulation D exemption includes regs:
    • - Reg 504, 505, 5066
    • - Must notify SEC within 15 days of first sale
  18. Requirements for Reg 504 Exemption:
    • - Max Amt of 1M in a 12 month period
    • - Solicitation is permitted to accredited investors
    • - Restricted resale to accredited investors
    • - May have any type and number of investors
    • - No disclosure is required
  19. Requirements for Reg 505 Exemption:
    • - From 1M to 5M sold in 12 months
    • - Solicitation is NOT permitted
    • - Must hold for long term investment (2 yrs or more) before resale
    • - Cannot have more than 35 non-accredited investors
    • - May have an unlimited number of accredited investors
    • - Must disclose audited F/S to unaccredited investors
  20. Private placement is selling securities to:
    - Sophisticated informed investors
  21. Requirements for Reg 506 Exemption:
    • - Over 5M in sales (Private placement)
    • - Solicitation is NOT permitted
    • - Must hold for long term investment (2 yrs or more) before resale
    • - Cannot have more than 35 non-accredited investors
    • - May have an unlimited number of accredited investors
    • - Must disclose audited F/S to unaccredited investors
  22. Under the '34 act, the following must register:
    • - National stock exchanges, brokers and dealers
    • - Stock of reporting companies
  23. Reporting companies are:
    • - those sold on national stock exchanges
    • - those with 500 or more shareholders & 10M in assets
  24. Reports required under '34 / when to file / what to include:
    • - 10K Annual report / within 90 days of FY end / audited financial statements
    • - 10Q Quarterly report / unaudited financial statements
    • - 8K Current Reports / within 4 business days after occurrence of an event
  25. Events for which to file 8K report:
    • - Newly appointed officers
    • - Changes in Amt of issued stock and changes in corporate control
  26. Other reports required for reporting companies (5%Tip):
    • - 5% or more owners, must file background info with SEC and info about purchaser, source of money and purpose of the purchase
    • - Tender offers (hostile takeover)
    • - Insider trading, report all stock sales
    • - Proxy solicitations, filed with SEC and given to stockholders
  27. Required disclosures for registration under '34 act include:
    • - Names of officers and directs
    • - Nature of Business
    • - Financial structure of the firm
    • - Bonus and profit sharing provisions
  28. Exempted securities under '34 act:
    • - US govt obligations
    • - State obligations
    • - Securities of federally chartered banks
    • - Common carrier securities
    • - Industrial development bonds
  29. The SOX act applies to:
    - All public companies
  30. Under SOX, any officer who makes certification while knowing it does not comply with SEC requirements can be punished by:
    - $1M fine or 10 years in prison
  31. Under SOX, any officer who makes willful erroneous certification can be punished by:
    - $5M fine or 20 years in prison
  32. Loans to officers or directors under SOX:
    - Are illegal
  33. The Dodd-Frank act of 2010 created the:
    • - Financial Stability Oversight Board
    • - Federal Insurance Office
    • - Bureau of Consumer Financial Protection
  34. Responsibilities of the Financial Stability Oversight Board include:
    • - Regulate significant nonbank financial firms
    • - Prescribe risk management standards for payment, clearing, and settlement activities
  35. The Dodd-Frank act's Volcher Rule prohibits banking entities from:
    • - Engaging in proprietary trading
    • - Sponsoring or investing in hedge funds or private equity funds
  36. The clawback policies permit a company to recover excessive payments to executive officer when:
    - Noncompliance with a financial reporting requirement leads to an accounting restatement
  37. Dodd-Frank act requires all members of a compensation committee board to be:
    - Independent
  38. Smaller reporting companies are those that:
    • - Have a common equity public float of under $75M
    • - Cannot calculate equity public floor, and have revenues of $50M or less
  39. Blue Sky laws are:
    - Laws that control the sale of securities within a state
  40. The shelf registration is an exception to requirement:
    • - Tat each new distribution of nonexempt securities requires a new filing
    • - The statement must be kept updated

What would you like to do?

Home > Flashcards > Print Preview