ADRs are the way that most foreign corporate issues trade in the United States. 400,000 shares Control shares are registered shares owned by a key officer or director. StatusD D. Rule 144A issues cannot be traded in the public markets. There is no requirement that another 6-month holding period be met. Most of the registration statement is a copy of the Prospectus to be given to investors. StatusA A. seller's representation letter D. There is no time limitation on the period that a stabilizing bid can be maintained. The best answer is B. It controls exchangesonce the securities are in the market. Statements B, C, and D are facts and are true. The best answer is B. If an officer or selling shareholder wishes to sell a large amount of shares (in excess of Rule 144 limits) of that company, it must register the sale with the SEC, use an underwriter to manage the sale of the shares, and sell with a prospectus. The best answer is A. Rule 147 is an exemption for an intrastate offering. The best answer is C. "Control stock," which is registered stock of a company bought in the open market by an officer or director of that company, is subject to all Rule 144 requirements when the officer or director wishes to sell, except for the 6-month holding period. a. The best answer is A. Rule 147 exempts "intrastate" issues from registration with the SEC. Which offering of securities under Regulation A is subject to purchase limitations? Private placements are typically only offered to "accredited investors." StatusC C. II and III 45 days These are private placement securities that are exempt from registration with the SEC. StatusB B. II Accepting an indication of interest from the customer The best answer is B. ADRs (American Depositary Receipts) are non-exempt securities and must be registered with the SEC under the Securities Act of 1933. Rule 147, as amended, has the following requirements: Securities purchased in an offering under Rule 147 limit resales to persons residing within the state of the offering for a period of six months from the date of the sale by the issuer to the purchaser. StatusD D. 90 days. C. "Options can be used to hedge stock positions from loss" C. II, III, IV StatusC C. II and III StatusA A. The best answer is B. StatusD D. Neither Tier 1 nor Tier 2 offerings. Which of the following are prohibited during the 20 day cooling off period for a new issue in registration? Correct B. a Form D must be filed with the SEC A. StatusB B. III and IV only The best answer is D. Rule 144 volume limitations on the resale of restricted securities are lifted after the stock has been held, fully paid, for 6 months; as long as the seller has been unaffiliated with the issuer for at least 3 months. II Advertisement of the issue The Securities Exchange Act of 1934 regulates intrastate stock offerings made by a company. C. II and III Solicitation of orders to buy "144" shares is prohibited (to stop you from soliciting potential customers to buy 144 shares, which would tend to push the price up). StatusC C. I, II, III The tax laws are the same for capital gains treatment of shares that are sold either using underwriters or that are sold on an exchange, making Choice C incorrect. I Sale of the issue SEC Rule 415, the "shelf registration rule" allows "seasoned issuers" to file a blanket registration statement with the SEC, covering a period of 3 years, for any securities that the issuer may wish to sell. No registration is required. StatusC C. II, III, IV 35 Q Your firm cannot act as a market maker in "144" shares. It simply notifies the SEC that the issue is being offered in compliance with the exemption. 1,200,000 shares Specific customer approval is needed for the registered representative to effect which of the following transactions in the customer's account? Nov 7 If the trust accumulated $5,000,000 for investment, it would be accredited. StatusB B. II and IV only Which statement about Auction Rate Securities is FALSE? IV The use of the preliminary prospectus does not constitute an offer to sell under the Securities Act of 1933 Which statements are TRUE? Thus, a corporation distributing a stock dividend or splitting its stock would not require a registration statement filing. A sample of 50 observations is selected from a second population with a population standard deviation of 0.66. The client cannot make the investment unless he or she is an accredited investor WebWhich statements are TRUE regarding intrastate offerings? StatusA A. 950,000 shares / 4 weeks = 237,500 shares StatusD D. I, II, III, IV. Choice "b" is incorrect. Governments settle "regular way" in 1 business day. IV Soliciting orders to buy the issue Please note that a registration statement is not required to be filed if a corporation splits its stock or distributes a stock dividend, since such a distribution affects only the par value of the outstanding shares - it does not create a new class of security. II State registration A. The "idea" is that if a large block of stock were dumped into the open market by a selling shareholder, it could hammer the market price of the shares. StatusA A. I and II only Rule 144 allows the sale of the greater of 1% of the outstanding shares or the weekly average of the preceding 4 weeks trading volume every 90 days. Correct D. None of the above. PlayerRatingTD%Inter%SteveYoung96.85.62.6PeytonManning94.75.72.8KurtWarner93.25.13.4TomBrady92.95.42.4JoeMontana92.35.22.6CarsonPalmer90.15.13.1DaunteCulpepper89.94.93.2\begin{array}{lccc} II State registration 3.The names of columns in all SELECT statements must be identical. The best answer is B. StatusA A. the maximum offering amount permitted under the rule is $50,000,000 within a 12 month period StatusA A. I only StatusC C. The registered representative must advise the customer that the firm will charge an extra fee for this service IV Any purchaser will pay the Public Offering Price plus a commission or mark-up For the exam, know the base amount and the fact that it is indexed for inflation periodically. Regarding individual investors, either a minimum income ($200,000 for an individual or $300,000 for a married couple) or net worth test ($1,000,000 net worth) must be met to be accredited. StatusD D. any price since this is a negotiated market offering. October 4th 16,000 shares A. Oct 24 500,000 shares (see Regulation D), Which of the following are accredited investors? StatusB B. I and IV the effective date of the issue is unaffected by the deficiency notice An SEC "deficiency letter" indicates that there is not adequate disclosure in the registration documents to allow investor III Intrastate offerings are exempt from Federal registration IV Spin off of a subsidiary as a publicly held company Legally, these are not considered to be offers of the security. StatusB B. they are sold on an agency basis I A preliminary prospectus may be sent to a prospective customer before the issue has entered into the 20 day cooling off period I SEC registration 73,000 shares / 4 = 18,250 shares StatusC C. II and III IV No disclosure is required to investors II The rule exempts intrastate issues from State registration occupation. To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. The Federal Government only has jurisdiction over interstate offerings. ", For an institutional investor to qualify as a "QIB" under Rule 144A, the institution must have at least: Whereas normal private placements cannot be traded, these can be traded from QIB to QIB. The best answer is B. September 20th 20,000 shares StatusD D. II and III, The best answer is C. Securities that are sold under a Rule 147 exemption (intrastate exemption) cannot be resold outside that state for 6 months following the initial offering. Correct D. I, II, III, IV, The best answer is D. An SEC "deficiency letter" indicates that there is not adequate disclosure in the registration documents to allow investors to make an informed decision. The idea here is that people could attempt to get around the 35 non-accredited investor limit by having these non-accredited investors contribute to a trust that would buy the issue. 1 year Which of the following securities are NOT required to be registered with the SEC? This is retained by the broker-dealer or issuer selling the securities and is proof that the purchasers were accredited. Once the registration statement is filed, the issue enters the 20-day cooling off period. 3,000,000 shares / 4 weeks = 750,000 share average Which of the following are exempt issues under the Securities Act of 1933? 500,000 shares StatusA A. with a list of things you could do Nov 21 Which statement is TRUE? "Control stock," which is registered stock of a company bought in the open market by an officer or director of that company, is subject to all Rule 144 requirements when the officer or director wishes to sell, except for the 6-month holding period. Intrastate offerings are exempt from: StatusD D. II and IV. Rule 147 is considered a safe harbor under Section 3(a)(11), providing objective standards that a company can rely on to meet the requirements of that exemption. For the exam, know the base amounts and the fact that they are indexed for inflation periodically. WebAll of the following statements regarding short term negotiable certificates of deposit are correct EXCEPT: A. the minimum denomination is $100,000B. The transfer agent is authorized by the SEC to transfer the shares without a copy of the Form 144. An unaffiliated investor wishes to sell a large amount of "144" shares. C. can be sent from the branch office where the representative works D. II and IV. Incorrect Answer B. II only C. Purchase a municipal bond where the broker-dealer has a control relationship with the issuer Private placements under Regulation D are typically only offered to "accredited investors." StatusD D. Common Carrier issues. "Options involve a lower degree of risk than trading the underlying securities because the capital requirements are lower" Incorrect Answer B. Which of the following is defined as an "accredited investor" under Regulation D? 525,000 shares III Person with a net worth of $1,000,000 exclusive of residence If an E-Mail is sent to 25 or fewer existing or prospective retail customers, it is defined as correspondence. StatusA A. II Trust with assets in excess of $5,000,000 whose purchase is directed by a sophisticated person Under Rule 144, no filing is required if the sale amount every 90 days does not exceed: StatusD D. I, II, III, IV, The best answer is B. StatusC C. exempt under Rule 144 Second, the Act expands Michigans intrastate offering rule (MUSA 202 (1) (n)) to allow offers and sales to 50 Michigan residents (up from 25 Michigan residents under the old law). StatusA A. I and III (Test Note: The investment minimum and maximum amount that can be raised are subject to an inflation adjustment every 5 years. Correct B. Only the proceeds from the primary distribution will go to the company. II purchases of restricted stock A managed offering of already outstanding shares is a secondary offering (such as a prospectus offering of officer's shares). 200,000 shares The intent is to help early-stage companies raise investment capital with little regulatory burden, improving job formation and economic growth in the U.S. economy. B. can recommend a new issue II The issuer must file an amendment with the SEC to cure the deficiency StatusD D. effective cost to potential purchasers has been established by the SEC. Week Ending Volume Correct A. The best answer is A. The rules: require all transactions under Regulation Crowdfunding to take place online through an SEC-registered intermediary, either a broker-dealer or a funding portal permit a company to raise a maximum aggregate amount of $5 million through crowdfunding offerings in a 12-month period StatusB B. III and IV only Which of the following is an exempt security under the Securities Act of 1933? 4 weeks' trading volume 220,000 shares 280,000 shares It is permitted to send a preliminary prospectus (red herring) to obtain indications of interest during the cooling off period, because legally, these are not offers to sell the security. The greater amount is 1% of outstanding shares, or 500,000 shares. and other investments. Then write The deficiency must be cured before the SEC will allow the registration to be effective. Week Ending Volume Correct Answer A. they are likely to be officers and large shareholders of the company who must sell their shares either under the provisions of Rule 144 or who must sell their shares in a managed offering so that the existing trading market for the stock is not distorted Such "QIBs" can buy unregistered private placement blocks and trade them with other "QIBs. Under SEC rules, the purchaser of a Regulation D private placement must complete and sign a(n): Auction Rate Securities are long-term debt issues where the interest rate is reset weekly (or monthly) via Dutch auction. Correct C. II, III, IV Correct Answer B. Incorrect Answer C. II and III III solicitation of orders to buy is restricted to customers expressing interest within the past 10 days Regulation D I Intrastate offerings are subject to Federal registration A. The bank that structures the ADRs handles the registration. Rule 144 is applicable to officers, directors, and "affiliated" persons - meaning someone whom they "control." A registered representative has written discretionary authorization from a customer. StatusC C. Yes, because she has not held the shares for 6 months these securities are issued by banks A The best answer is B. A Qualified Institutional Buyer must be an institutional investor (not an individual) with at least $100 million of discretionary funds available for investment. State Blue Sky Laws Week Ending Volume Which of the following actions on the part of a corporation would require registration statement filing with the SEC under Rule 145? The best answer is A. A small investor with $2,000 of available funds wishes to make a crowdfunding investment. Business entertainment means that the representative and the customer are together at some type of event. StatusD D. I, II, III, IV. September 20th The issuer must represent that the corporation is current with all required SEC filings because it is prohibited to use Rule 144 to sell if this is not the case. Correct Answer A. I or III, whichever is greater Under Regulation D, which of the following statements are TRUE? Regulation A is intended to make it easier for smaller issuers to raise capital. Customers in any state can buy - this is not being sold under an "intrastate exemption" (Rule 147) that limits purchasers to residents of 1 state. However, unlike a variable rate demand note (VRDO), they have no embedded put option - meaning that the issuer is not obligated to buy them back at the reset date. StatusD D. 4 years. I 1% of the outstanding shares StatusB B. I and IV (Test Note: The maximum amount that can be raised is subject to an inflation adjustment every 5 years. This company is already publicly traded, therefore it is filing its financial information with the SEC, which makes the information available to the public, making Choice D incorrect. The VC funding will be given preferred stock with warrants, or convertible debt that the company has to II Any purchaser who received a preliminary prospectus need not receive the final prospectus If the trust accumulated $5,000,000 for investment, it would be accredited. Correct Answer D. II and IV. Incorrect Answer B. StatusD D. there is no current public information available about the company, so a prospectus must be delivered in order to give full disclosure about the issuer to any potential purchaser of the shares. I purchases of control stock Search/A-Z Index link and enter the IV Proceeds from the sale of 300,000 shares will go to the company StatusD D. A security which is purchased by an issuer that is not exempt from the provisions of the Securities Acts. c. Compute the value of the test statistic. \text { Player } & \text { Rating } & \text { TD } \% & \text { Inter } \% \\ (Regulation D -the private placement exemption - sets the requirements for "accredited" investors - these are wealthy individuals.) Regulation Crowdfunding Rule 147 II unregistered distribution WebKelley Drye & Warren LLP has provided carefully tailored legal counsel to its clients for more than 180 years. Correct B. I Commercial Paper United Way can sell the stock without restriction: Correct B. Common carrier issues such as railway issues are exempt under the Securities Act of 1933 because they were regulated by the Interstate Commerce Commission (I.C.C.) Commercial Paper, which is issued by corporations, is not eligible for Fed trading. It simply makes (but cannot enforce) rules for the municipal markets. However you are allowed to recontact individuals expressing buying interest in "144" transactions within the past 10 days. Correct A. I and III StatusD D. II and IV. It requires the registration of broker-dealers and self-regulatory organizations (the exchanges). Note that there is no similar limitation on Tier 1 purchases. StatusB B. It applies limits to sales of restricted (private placement) stock in the open market and sales of registered stock being sold by control persons. Finally, the broker must represent that it did not solicit the transaction and that it acted as agent in executing the transaction. Which statement describes trading of Rule 144A issues? A security of an issuer which has been bought in the open market by an officer or director of that company Which of the following statements are TRUE about new registered stock offerings? Oct. 30th Thus, a fixed annuity offered by an insurance company is exempt from the 1933 Act. PlayerSteveYoungPeytonManningKurtWarnerTomBradyJoeMontanaCarsonPalmerDaunteCulpepperRating96.894.793.292.992.390.189.9TD%5.65.75.15.45.25.14.9Inter%2.62.83.42.42.63.13.2. If a corporation merges with another publicly held company, a new corporation is being created, and a registration statement must be filed as well. Why do you think JCB chose to enter India via a joint venture, as opposed to some other entry mode? I The SEC has certified that the offering documents give full and fair disclosure E-mails can contain recommendations of securities; but they cannot recommend new issues (unless the e-mail also contained a copy of the prospectus). StatusA A. I and III FINRA limits gifts related to one's activities in the securities industry to a maximum of $100 value per person per year. Intrastate Offerings Defined An intrastate offering can only be purchased in the state it is issued. This is because Correct A. Which of the following are defined as "accredited investors" under Regulation D? Listed stocks, and stock options are non-exempt issues that must be registered with the SEC. StatusA A. before the 20 day cooling off period The best answer is A. The best answer is D. A "red herring"/preliminary prospectus may be sent to any prospective purchaser of that new issue once the issue has entered into the "20 day cooling off" period that commences upon filing of the registration statement with the SEC. II Eurodollar Debt ARSs are available from both corporate and municipal issuers. Correct Answer B. the amount of stock held by the selling shareholders was restricted and was too large an amount to sell under the provisions of Rule 144 StatusB B. II only Note, however, that because these securities were never registered with the SEC, they cannot be publicly traded. StatusD D. II and IV. Under the "access equals delivery" rule, prospectuses can be delivered electronically to customers as long as the member firm knows that the customer has internet access. The prior weeks' trading volumes are: The SEC does not approve of any new issue in registration, does not "certify" the issue, nor do they establish the offering price. If a E-Mail is sent to more than 25 existing or prospective retail customers, then it is defined as a "retail communication," and furthermore, within that broad definition, it is defined as sales literature. StatusC C. 18 months Correct Answer C. proper documents for registration have been filed with the SEC StatusD D. I, II, III. The best answer is B. Restricted stock is best described by which of the following? StatusB B. I and IV II This rule allows seasoned issuers to file a blanket registration which covers a 5 year period A new issue offering to a maximum of 35 non-accredited investors that has not been registered with the SEC is: This offering is a(n): The best answer is B. ", Which of the following statements are TRUE about Rule 147? To document that the purchasers are, indeed, accredited, an "accredited investor questionnaire" must be completed and signed by the potential purchaser. Since 144 shares are being sold in the open market, the issuer must comply with SEC issuer reporting rules to maintain the public market in the securities. StatusD D. $1,000,000,000 of assets that it invests on a discretionary basis. Which statements are TRUE regarding intrastate offerings? \text { Kurt Warner } & 93.2 & 5.1 & 3.4 \\ The greater amount is 1% of outstanding shares, or 250,000 shares. Oct. 23rd III $50,000 Correct D. II and III only. September 13th StatusA A. I and III Correct Answer A. acronym for a "Qualified Institutional Buyer" as defined under Rule 144A. 450,000 shares Correct A. I and III Rule 147 is an exemption for an intrastate offering. The Form 144 is filed on Monday, October 5th. Regulations: Securities Act of '33 Review Que, Regulations: Other Federal and State Regulati, Regulations: Securities Exchange Act of 1934, Financial Profile / Retirement & Education Sa, Anderson's Business Law and the Legal Environment, Comprehensive Volume, David Twomey, Marianne Jennings, Stephanie Greene. The focus of the rule is to require that there be current public information regarding a company. WebThe best answer is B. SEC Rule 10b-5-1 allows officers of publicly held companies (statutory insiders) to establish "pre-arranged trading plans" that set future transaction II Stock split b. I Rule 144A allows qualified institutional buyers to buy and trade between themselves large blocks of privately placed issues StatusD D. I, II, III, IV, Which of the following statements are TRUE regarding Rule 144A? 800,000 shares 500,000 shares The Federal Reserve trading desk can trade securities issued by the U.S. Government, Government Agencies, and prime Banker's Acceptances. StatusD D. 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