Chapter 17 Flashcards
1) Which of the following is a major provision of the Insider Trading and Securities Fraud Enforcement Act of 1988?
A) It relaxes some of the regulatory burden for investments in smaller businesses or start-ups. B) It provides protection for whistleblowers who reveal fraud. C) It imposes another level of securities regulations and governs interstate securities transactions that are beyond federal laws. D) It provides for recovery of triple damages in civil actions against a user of nonpublic information. E) It increases criminal sanctions for use of public information.
D) It provides for recovery of triple damages in civil actions against a user of nonpublic information.
2) Which of the following Acts created the Securities and Exchange Commission?
A) The Securities Act of 1933 B) The Securities Exchange Act of 1934 C) The Securities Enforcement Remedies Act of 1990 D) The Sarbanes-Oxley Act of 2002 E) The Insider Trading and Securities Fraud Enforcement Act of 1988
B) The Securities Exchange Act of 1934
3) Under the Securities and Exchange Commission’s (SEC) quasi-judicial power, it has the right to __________.
A) conduct investigations B) adopt rules and regulations C) appoint commissioners D) regulate the various stock exchanges E) create legislation relating to federal securities laws
A) conduct investigations
4) The Securities and Exchange Commission’s (SEC’s) adoption of rules and regulations relating to financial and other information furnished to the Commission comes under its __________ power.
A) quasi-judicial B) federal C) quasi-executive D) quasi-legislative E) bargaining
D) quasi-legislative
5) The __________ is a disclosure law that makes it illegal to use mails or any other means of interstate communication or transportation to sell securities without disclosing certain financial information to potential investors.
A) Securities Exchange Act of 1934 B) Sherman Antitrust Act of 1890 C) Sarbanes-Oxley Act of 2002 D) Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 E) Securities Act of 1933
E) Securities Act of 1933
6) Which of the following is not a typical party regulated by the Securities Act of 1933?
A) Issuer B) Commissioner C) Underwriter D) Seller E) Controlling person
B) Commissioner
7) The registration statement filed with the Securities and Exchange Commission (SEC) includes __________.
A) statements which allow the holder to buy securities at a specified price within a designated time limit B) a written promise to repay a specified sum of money plus interest at a specified rate and a length of time to fulfill the promise C) statements that show ownership of a bond, stock, or other security D) an annual report on the activities of an organization distributed among its stakeholders E) a detailed disclosure of financial information about the issuer and the controlling individuals involved in the offering of securities for sale to the public
E) a detailed disclosure of financial information about the issuer and the controlling individuals involved in the offering of securities for sale to the public
8) The __________ period begins once the registration statement is filed.
A) waiting B) deferring C) prefiling D) posteffective E) regulation
A) waiting
9) According to the Securities Act of 1933, an issuer of securities who complies with the federal law must prepare a(n) __________.
A) issuer’s statement B) registration statement C) licensing agreement D) statute of limitations E) secured promissory note
B) registration statement
10) According to the Securities Act of 1933, a(n) __________ is the individual or business organization offering a security for sale to the public.
A) seller B) controlling person C) issuer D) underwriter E) financial sponsor
C) issuer
11) Which of the following is true of an underwriter?
A) It refers to anyone who contracts with a purchaser or who is a motivating influence that causes the purchase transaction to occur. B) It refers to the individual or business organization offering a security for sale to the public. C) It refers to anyone who prepares the registration statement and prospectus for securities involved in a sale. D) It refers to a person who participates in the original distribution of securities by selling such securities or guaranteeing their sale. E) It refers to anyone who controls or is controlled by the issuer, such as a major stockholder of a corporation.
D) It refers to a person who participates in the original distribution of securities by selling such securities or guaranteeing their sale.
12) Which of the following statements is true of a seller?
A) It refers to anyone who contracts with a purchaser or who is a motivating influence that causes the purchase transaction to occur. B) It refers to the individual or business organization offering a security for sale to the public. C) It refers to anyone who prepares the registration statement and prospectus for securities involved in a sale. D) It refers to a person who is in possession of an article and is responsible for returning the article safely to the owner once the contract is fulfilled. E) It refers to anyone who controls or is controlled by the issuer, such as a major stockholder of a corporation.
A) It refers to anyone who contracts with a purchaser or who is a motivating influence that causes the purchase transaction to occur.
13) A major stockholder of a corporation is most likely to be a(n) __________ in the initial sale of securities.
A) seller B) bailee C) underwriter D) guarantor E) controlling person
E) controlling person
14) Which of the following is true regarding the various activities that occur during the registration process of securities in a sale?
A) During the prefiling period, offers to sell and buy securities are permitted as per the Securities Act of 1933. B) A registration may become effective at the expiration of the waiting period, typically 20 days after it is filed. C) Tombstone ads are made after the posteffective period ends. D) Contracts to buy and sell securities are finalized during the waiting period. E) It becomes legal to sell a security subject to the act during the waiting period
B) A registration may become effective at the expiration of the waiting period, typically 20 days after it is filed.
15) A prospectus is filed during the __________.
A) prefiling period B) waiting period C) pre-effective period D) posteffective period E) elimination period
D) posteffective period
16) An accurate description of a tombstone ad is a(n) __________.
A) announcement issued by the Securities and Exchange Commission (SEC) warning potential investors that a company is being investigated for fraud B) statement that is required to be filled with the Securities and Exchange Commission (SEC) C) announcement of the public offering of securities made during the waiting period D) notice filed during the posteffective period announcing that the sale of securities has ended E) clarification of supplied information needed to complete a filed registration statement
C) announcement of the public offering of securities made during the waiting period
17) Which of the following statements is true of a prospectus?
A) It contains completely different information from the registration statement B) It may be withheld from any interested investor. C) It does not have to conform to statutory requirements. D) It is designed to give the investor only a brief overview of the security and must be used along with other information to make an intelligent investment decision. E) It contains financial information related to the issuer and controlling persons.
E) It contains financial information related to the issuer and controlling persons.
18) In the securities registration process, the waiting period typically lasts __________.
A) 10 days B) 20 days C) 30 days D) 45 days E) 60 days
B) 20 days
19) According to the Securities Act of 1933, which of the following is illegal during the waiting period?
A) Soliciting buyers for a company’s securities B) Receiving offers to buy a company’s securities C) Selling securities subject to the act D) Soliciting through the use of a summary prospectus E) Soliciting offers for later acceptance
C) Selling securities subject to the act
20) According to the Securities Act of 1933, which of the following is considered legal during the prefiling period?
A) Selling a covered security B) Engaging in preliminary negotiations and agreements with underwriters C) Offering to sell a covered security D) Offering to buy a covered security E) Sellers soliciting offers for later acceptance
B) Engaging in preliminary negotiations and agreements with underwriters
21) __________ ads are brief announcements identifying the security and stating its price, by whom orders will be executed, and from whom a prospectus may be obtained.
A) Tombstone B) Institutional C) Coupon D) Adjunct E) Overlay
A) Tombstone
22) __________ refers to the intent of a defendant-seller to deceive or mislead.
A) Handhabend B) Double jeopardy C) Per minas D) Actus reus E) Scienter
E) Scienter
23) Which of the following is true of the statute of limitations in a fraudulent transaction case?
A) The statute of limitations does not usually begin until the untrue statement or omission is discovered. B) The basic period for the statute of limitations is three years. C) A suit may be brought in any event even after five years of sale. D) The statute of limitations may not start to run from the time discovery of the untrue statement or omission would have been made with reasonable diligence. E) The defense mechanism is inapplicable in cases of civil liability.
A) The statute of limitations does not usually begin until the untrue statement or omission is discovered.
24) Due diligence defense requires that an expert prove that a reasonable investigation of the financial statements of the issuer and __________ was conducted.
A) sellers B) bailees C) underwriters D) controlling persons E) guarantors
D) controlling persons
25) Which of the following sections of the Securities Act of 1933 imposes liability on fraudulent interstate transactions?
A) Section 12 B) Section 11 C) Section 17 D) Section 4 E) Section 16
C) Section 17
26) __________ of the Securities Act of 1933 imposes liability for false or misleading registration statements.
A) Section 12 B) Section 11 C) Section 17 D) Section 4 E) Section 16
B) Section 11
27) The Securities Exchange Act of 1934 __________.
A) deals with original offerings of securities instead of regulating transfers of securities after the initial sale B) makes it legal to sell a security on a national exchange without prior registration C) lessens the paperwork burden on brokers and dealers, encouraging them not to keep records of their activities or file reports with the Securities and Exchange Commission D) requires filing prescribed forms with the Securities and Exchange Commission E) contains the same registration process as the 1933 Act
D) requires filing prescribed forms with the Securities and Exchange Commission
28) The __________ regulates transfers of securities after the initial sale.
A) Securities Exchange Act of 1934 B) Sherman Antitrust Act of 1890 C) Sarbanes-Oxley Act of 2002 D) Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 E) Securities Act of 1933
A) Securities Exchange Act of 1934
29) The damages of a defrauded purchaser of securities __________.
A) are measured at the time when the fraud is discovered B) include speculative damages C) are actual out-of-pocket losses D) include a punitive amount to discourage further fraud E) are considered sunk costs and irrecoverable
C) are actual out-of-pocket losses
30) Benefit of the bargain refers to the measure of damages awarded to the buyer, which is __________.
A) the amount that allows the injured party to revive the economic position held by him or her when the contract was made B) the out-of-pocket expense, such as the legal fees incurred by the plaintiff C) the value of the security that was represented to be worth in the market D) the combination of the out-of-pocket expenses and what the security was represented to be worth in the market E) the difference between what he or she paid and what the security was represented to be worth
E) the difference between what he or she paid and what the security was represented to be worth
31) Arrow Incorporated agreed to pay $10 million to settle a Section 10-b5 securities lawsuit by its shareholders. After the settlement, Arrow filed a lawsuit against the attorneys and accounts involved in the public offering. The defendants sought to dismiss the case, claiming there is no right of contribution under section 10(b) of the Securities and Exchange Act of 1934. Which of the following is true?
A) Arrow has a right of contribution against the defendants, who have joint responsibility for the violation. B) Arrow has no right of contribution from the defendants because it settled prior to a final judgment. C) Arrow has a right of contribution for any punitive damages it would have been liable for in the section Section 10(b) suit. D) Arrow has no right to contribution because the attorneys and accountants are protected under the Securities Act of 1934. E) Arrow has a right of contribution against the defendants because the attorneys and accountants are per se liable if they violated their duties during the public offering.
A) Arrow has a right of contribution against the defendants, who have joint responsibility for the violation.
32) A(n) __________ is a person who learns of nonpublic information from an insider and is generally viewed as a temporary insider.
A) underwriter B) controlling person C) issuer D) tippee E) dealer
D) tippee
33) Plaintiffs are not permitted to recover __________ under Rule 10b-5 of the Securities and Exchange Act of 1934.
A) restitution B) punitive damages C) contemptuous damages D) aggravated damages E) consequential damages
B) punitive damages
34) Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 are usually referred to as the __________ provisions of the 1934 Act.
A) civil B) discretionary C) general duties D) antifraud E) rulemaking
D) antifraud
35) The Sarbanes-Oxley Act requires that information pertaining to an insider’s transaction be filed with the Securities and Exchange Commission __________.
A) by mail, postmarked within five business days of the transaction B) electronically within two business days of the transaction C) by any effective means within 10 business days of the transaction D) by any effective means within 10 business days after the close of the calendar month in which the transaction occurred E) electronically on the day of the transaction
B) electronically within two business days of the transaction
36) Prohibitions against insiders engaging in short-swing profits are enforced by the __________.
A) Securities and Exchange Commission (SEC) B) Federal Trade Commission (FTC) C) Federal Reserve D) issuer of the security or by a person who owns a security of the issuer E) executive officers, accounting officers, and chief financial officers
D) issuer of the security or by a person who owns a security of the issuer
37) An insider is any person who owns more than 10 percent of any security and is a __________of the issuer of the security.
A) director or an officer B) legislator or a member C) lawyer or a representative D) commissioner or a buyer E) purchaser or an investigator
A) director or an officer
38) Which of the following statements is true of short-swing profits?
A) Short-swing profits refer to any profits made by insiders who buy and sell company stock within a three-month time period. B) The short-swing profits rule of Section 16 depends on misuse of information. C) Short-swing profits refer to those profits that have been made within a six-month time period. D) The short-swing profits policy takes into consideration the order of purchase and sale in determining its legality. E) Short-swing profits are calculated on the highest price in and the lowest price out during any fiscal period.
C) Short-swing profits refer to those profits that have been made within a six-month time period.
39) According to the Securities and Exchange Commission (SEC), a person should be considered a temporary insider if that person conveys nonpublic information that should have been kept confidential. This philosophy has become known as the __________ theory.
A) quasi-insider B) implied-insider C) temporary insider D) misappropriation E) mosaic
D) misappropriation
40) Under the Insider Trading and Securities Fraud Enforcement Act of 1988, the civil penalty provided by for profits gained with nonpublic information is __________.
A) two years imprisonment B) return of illegal profits gained C) a recovery of double damages D) three times the profits gained E) a release of an equity court summons
D) three times the profits gained
41) Which of the following statements is true of creating liabilities under Section 18 of the Securities Exchange Act of 1934?
A) There is a liability under section 18 for simple negligence. B) The plaintiff is not required to prove reliance on the false or misleading filing. C) Inaccuracy in the filing is sufficient to impose liability under Section 18. D) The defendant’s good faith is considered a defense under Section 18. E) Freedom from fraud is an invalid defense under an action based on Section 18.
D) The defendant’s good faith is considered a defense under Section 18.
42) Which of the following statements is true of the criminal liability imposed by the Securities Act of 1934?
A) Criminal liability is inapplicable in cases of false material statements in applications or reports. B) Individuals found guilty of filing misleading documents are subject to maximum two years of imprisonment. C) Individuals guilty of securities fraud may face a prison sentence of up to 25 years. D) Business organizations found guilty of filing misleading documents have relaxed laws in comparison to individuals. E) Regulating and imposing liabilities on trading on nonpublic information is beyond the scope of the act.
C) Individuals guilty of securities fraud may face a prison sentence of up to 25 years
43) The Insider Trading and Securities Fraud Enforcement Act of 1988 provides that suits alleging illegal use of nonpublic information may be filed up to a maximum period of __________ years after the wrongful transaction.
A) six B) ten C) eight D) five E) seven
D) five
44) Which of the following statements is true of the Securities Enforcement Remedies Act?
A) An individual found to have violated the securities laws may be prohibited by the court from serving as an officer or director of a business organization. B) Civil fines of up to $700,000 per organization and $500,000 per individual may be imposed and collected by the courts. C) It changes membership requirements of corporate audit committees. D) It requires proof of criminal violation for individual and organizational fines to be imposed. E) It refrains from imposing liability on a theory of fraud on any person who shall make or cause to be made any false or misleading statements.
A) An individual found to have violated the securities laws may be prohibited by the court from serving as an officer or director of a business organization.
45) Under the 1934 Act, a business organization found guilty of filing false or misleading documents with the Securities and Exchange Commission (SEC) may be fined up to __________.
A) $80,000,000 B) $55,000,000 C) $25,000,000 D) $50,000,000 E) $70,000,000
C) $25,000,000
46) Under the 1934 Act, an individual found guilty of filing false or misleading documents with the Securities and Exchange Commission (SEC) may be imprisoned up to __________.
A) 5 years B) 10 years C) 15 years D) 20 years E) 25 years
D) 20 years
47) Which of the following statements is true of the Private Securities Litigation Reform Act (PSLRA)?
A) It was enacted by the Congress to eliminate the fraud-on-the-market presumption. B) It is used by the Congress to limit the amount of damages private plaintiffs can recover and restrict attorney fees. C) It does not provide requirements for the appointment of lead plaintiffs in securities class-action cases. D) It allows private plaintiffs to pursue claims against third parties not directly responsible for a securities law violation. E) It mandated that only the Federal Trade Commission can pursue claims against third parties that are directly responsible for a securities law violation.
B) It is used by the Congress to limit the amount of damages private plaintiffs can recover and restrict attorney fees.
48) The process of registration created by the Uniform Securities Act is known as __________.
A) registration by coordination B) registration by notification C) registration by qualification D) registration by pronouncement E) registration by announcement
A) registration by coordination
49) Registration by notification __________.
A) is required by those issuers who lack a proven record and who are beyond the scope of Securities Act of 1933 B) refers to documents filed with the Securities & Exchange Commission (SEC) by a privately held company, declaring its intent to offer shares of its stock to the general public C) is required for those issuers of securities who must register with the Securities and Exchange Commission (SEC) and the duplicate documents are filed with the state's administrative agency D) refers to the quality certification process in which an independent and accredited quality auditor conducts an on-site audit of a firm E) allows issuers to offer securities for sale automatically after a stated time period expires unless the administrative agency acts to prevent the offering
E) allows issuers to offer securities for sale automatically after a stated time period expires unless the administrative agency acts to prevent the offering
50) Which of the following is true with respect to blue sky laws?
A) The federal laws do not preempt the existence of state blue sky laws. B) The laws are commonly known as the antifraud laws as per the Securities Act of 1934. C) The laws were established as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. D) The laws only apply to securities subject to federal law, not to those securities exempt from the federal statutes. E) The method of regulation is uniform and same across all the states.
A) The federal laws do not preempt the existence of state blue sky laws.
51) The members of the Public Company Accounting Oversight Board are appointed by the __________.
A) president B) senate C) Federal Trade Commission D) congress E) Securities and Exchange Commission
E) Securities and Exchange Commission
52) The Public Company Accounting Oversight Board was created by the __________.
A) Securities Act of 1933 B) Securities Exchange Act of 1934 C) Security Fraud Enforcement Act D) Sarbanes-Oxley Act E) Sherman Act
D) Sarbanes-Oxley Act
53) Companies are required to certify internal financial controls based on __________ of the Sarbanes-Oxley Act.
A) Section 302 B) Section 404 C) Section 802 D) Section 906 E) Section 1107
B) Section 404
54) According to the Sarbanes-Oxley Act, auditors are required to preserve audit records for a period of __________.
A) three years B) five years C) two years D) nine years E) seven years
E) seven years
55) The Sarbanes-Oxley Act provides that, whenever there is a restatement of the company’s financial condition, then the executives __________.
A) would be morally rather than legally culpable for the bonuses paid as a result of the incorrect financial statements B) have to forfeit their salaries to cover for the bonuses paid on the basis of incorrect financial statements C) would not be legally bound to return any bonuses paid as a result of the incorrect financial statements D) must return the interest on any incentives paid as a result of the incorrect financial statements E) must return any bonuses paid as a result of the incorrect financial statements
E) must return any bonuses paid as a result of the incorrect financial statements
A) The act does not apply to international companies registered with the Securities and Exchange Commission (SEC).
B) The act focuses on reducing the responsibilities of the auditors.
C) The act requires the auditors to have a close working relationship with the company’s CFO, accounting staff, and other company officials.
D) The act is not applicable to public companies.
E) The act mandates the certification of internal financial controls.
E) The act mandates the certification of internal financial controls.
57) Which of the following is not a major provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010?
A) Regulating hedge funds B) Enhancing consumer protection C) Providing financial assistance to overcome the mortgage crisis D) Limiting U.S. loans to foreign governments unlikely to repay E) Encouraging investment in start-up business by easing federal regulations
E) Encouraging investment in start-up business by easing federal regulations
58) The goals of the __________ were to ease federal regulations by relaxing rules for some initial public offerings in order to promote investment in startup companies.
A) Securities Exchange Act of 1934 B) Sarbanes-Oxley Act of 2002 C) Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 D) Jumpstart Our Business Startups (JOBS) Act of 2012 E) Congressional Smart Start Business Act of 2016
D) Jumpstart Our Business Startups (JOBS) Act of 2012
