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.