Chapter 2 - Securities

Question 1

what are exempt securities that need not be registered under the Securities Act of 1933?

Answer 1

Notes are exempt securities under the Securities Act of 1933 if they have a maturity of nine months or less and if they are also used for commercial purposes rather than investments.

Question 2

private placement exemption

Answer 2

permits sales of an unlimited number of securities for any dollar amount when sold to accredited investors. This exemption also allows sales to up to 35 nonaccredited investors if they are also sophisticated investors under the Act. Resales of these securities are restricted for one year after the date that the issuer sells the last of the securities.

Question 3

common stock offering under Rule 505 of Regulation D of the Securities Act of 1933

Answer 3

Must notify the SEC within 15 days after the first sale of the offering

Question 4

An offering made under the provisions of Regulation A of the Securities Act of 1933 requires that the issuer

Answer 4

File an offering circular with the SEC.

Question 5

The crowdfunding provision of the JOBS Act allows companies to raise up to

Answer 5

$1M in a 1 year period from individual investors

Question 6

When certain material events take place, such as a change in corporate control, the corporation covered under the 1934 Act must

Answer 6

file Form 8-K with the SEC within 4 days of the material event

Question 7

Under the 1934 Act, what files must a company file with the SEC?

Answer 7

10-K
10-Q
8-K
proxy statements when proxy solicitations exist