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Securities may be exempt from the registration requirements within a state if:
- The issuer is a political subdivision of gvmnt (gvmnt and municipals securities)
- The issuer is in an industry already heavily regulated by the government (banks and savings and loan securities)
- Info is readily available on the issuer (the securities are listed on stock exchanges or on the Nasdaq Stock Market)
If the issue is nonexempt from state registration, the issuer must also file:
- 1. Prospectuses
- 2. A consent to service of process.
- Exempt issues, such as those trading on an exchange, are not required to file a prospectus.
The administrator may require that the proceeds of the sale of the securities under a registration statement be escrowed or impounded until:
Sales reach a specified minimum amount.
Registration statements are effective for a period of ______ from the effective date.
The three types of registration for a security are:
Sometimes called REGISTRATION BY FILING, REGISTRATION BY NOTIFICATION is available for:
Financially sound, established businesses.
Registration by NOTIFICATION is most frequently used by:
- Those issuers who file federal registration with the SEC
- Those issuers whose SEC filing has already become effective and who wish to increase marketing efforts to additional states
To be eligible for registration by NOTIFICATION, the issuer must have:
- Been in business for at least three years
- At least $4 million in net worth
- A positive (profit) income for two of the previous 3 years
REGISTRATION BY COORDINATION is most frequently used by:
- Companies offering their shares publicly for the first time that are not yet listed on the NYSE or shown on Nasdaq
- Companies not listed on the NYSE or shown on Nasdaq that need to issue additional stock
The registration by coordination becomes effective at the same time:
That it is made effective by the SEC
REGISTRATION BY QUALIFICATION may be used for any issuer, but is typically used by:
Issuers that are not going to be registered with the SEC under the Securities Act of 1933
Registration by qualification becomes effective when:
The Administrator orders it to be effective.
If not accepted, a security registration can be:
denied, suspended, or revoked
The registrant must be promptly notified of a stop order and of the opportunity for a hearing.
A hearing must be held within 15 days of a written request from the registrant.
Canadian government securities and securities issued by any other foreign government with whom the United States maintains diplomatic relations:
BLUE CHIP EXEMPTIONS involve securities that trade on:
national exchanges or OTS on NMS.
Any short-term debt instruments in the top three grades of a recognized rating service(such as Moody’s or Standard & Poor’s) with 270 days (nine months) or less to maturity, issued in face amounts of $50,000 or more, such as commercial paper,promissory notes, bills of exchange, drafts, or banker’s acceptances, are:
The National Securities Markets Improvements Act of 1996 created a new category of securities called:
- Federal Covered Securities that are preempted from state registration requirements by Congress.
- These securities are not required to be registered with state administrators
The following are considered federal covered securities and, as such, are exempt from state registration requirements:
- NATIONALLY TRADED SECURITIES
- Securities issued by investment companies registered under the Investment Company Act of 1940 (mutual funds, closed-end investment companies, and UITs)
- Securities sold to qualified purchasers
Any securities exempt from registration under the Securities Act of 1933 are also federal covered securities, except:
- Securities issued by non-profit organizations
- Municipal securities in the state of issue
- Securities offered or sold within a single state (intrastate offerings)
If a transaction is an EXEMPT TRANSACTION, it means that the security is:
- exempt from registration
- however, the broker/dealer and agent are still required to be registered
The following transactions are referred to as exempt transactions:
- Isolated non-issuer transactions
- Non-issuer transactions in any publicly traded security whose issuer is subject to SEC reporting requirements under the Securities Exchange Act of 1934.
- Unsolicited transactions or transactions in which the customer calls the B/D to buy or sell a specific security
- Transactions between issuer and underwriter or between underwriters of an issue
- Transactions between financial institutions, between broker/dealers, or between financial institutions and broker/dealers
- Private placement offers to not more than 10 persons in 12 months for investment purposes (not for immediate resale), with no commissions paid.
- PRE-ORGANIZATION SUBSCRIPTIONS taken from not more than 10 persons, for which no commissions are paid, directly or indirectly.