Ch 2 Deck 11 Flashcards

You may prefer our related Brainscape-certified flashcards:
1
Q

Rule 105 – Restrictions on short selling: restricted period is

A

the shorter of:

–Five days before the pricing of the issue to the pricing
–The time of initial filing of the registration to pricing

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Rule 105 – Restrictions on short selling: restricted period is usually 5 days because

A

pricing usually occurs right before the IPO begins, making the second option (time of initial filing of the registration to pricing) 20 days

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Rule 105 Restrictions on short selling only applies to

A

firm commitment offerings

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Exceptions to Rule 105 Restrictions on short selling

A

–Investment companies


–The “person” has separate accounts; the decisions for the separate accounts are made separately

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Examples of exempt securities under 1933 act

A

KNOW THIS LIST!
–U.S. Treasuries

–Municipal Securities
–Securities issued by a non-profit (e.g. Church Bonds)
–Commercial paper (matures under 9 months)
–Banker’s Acceptances (matures under 9 months)
–Eurobonds


How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Securities that DO require registration with the SEC under 1933 act

A

Stocks
Corporate bonds
ADRs

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Regulation 147 Intrastate Offerings are used for

A

equity offerings that are truly local in nature (watch for use of ‘Interstate’ to trip you up)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

For Regulation 147 Intrastate Offerings issuer must be located

A

in-state and the issuer’s principal office must be in-state

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Financial requirements for Regulation 147 Intrastate Offerings issuer

A

–80% of revenues must come from within state

–80% of business’ assets must come from within state

–80% of the proceeds must be used in-state

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Regulation 147 Intrastate Offerings must be offered

A

only to in state residents

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Regulation 147 Intrastate Offerings include offerings and sales

A

made 6 months before or after as part of the issue

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

Regulation 147 Intrastate Offerings can be sold to an out-of-state person

A

9 months after the issue is complete (ON TEST)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Used for equity offerings of small U.S. businesses that want to issue under $5 million dollars

A

Regulation A

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Who can take advantage of Regulation A?


A

–Must be a U.S. or Canadian issuer (no other foreign companies)

- Must have a legitimate business plan
–Must be a non-SEC reporting entity (cannot be an SEC reporting company)
–Cannot be an investment company

–Cannot be disqualified


How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Regulation A exemption amount is

A

–$5 million or less over a 12 month period


–No more than $1.5M of this can be from the sale of company insiders


How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

For a Regulation A issue, a registration statement

A

is not required, only a briefer offering circular

17
Q

For a Regulation A issue the waiting time after an offering circular is filed until it is effective
 is

A

20 days

18
Q

Restrictions on the number or type of owners for a Regulation A offerings:

A

none (unlike Reg D offerings)

19
Q

Geographical restrictions on Regulation A offerings

A

none (unlike Reg S or Rule 147 offerings)

20
Q

Regulation A offerings are NOT

A

integrated with offers that occur prior to the offering or 6 months after the offering.

21
Q

Integration means that

A

offerings are integrated such that the rules and stipulations are met (not quite the same as aggregate).


22
Q

In a regulation A offering the issuer can solicit interest before

A

filing the offering circular, but they cannot make offers of the securities.

23
Q

In a regulation A offering, after the circular has been filed

A

offers can be made

24
Q

In a regulation A offering after the circular has been filed, all written offers must

A

include the preliminary offering circular.


25
Q

In a regulation A offering sales can be made

A

after the offering circular has become effective.

26
Q

Rule 105 restrictions on short selling does not apply to

A

underwriters

27
Q

Regulation A exemption amount of $5M was extended in JOBS act to

A

$50M - watch for $5M or 50M as exemption amount on exam. They sometimes call this Regulation A+ so watch for that.