Deck 25

Question 1

Things that are not considered securities include:

Answer 1

Certificate of deposit and general partnership

Question 2

Who is required to register under the 1933 act?

Answer 2

Issuers, underwriters, and dealers

Question 3

Shelf Registrations

Answer 3

Prepare just one registration statement for all securities that they will offer in the future (registration statement for future issuances)

Question 4

Securities Exemption (BRINGS)

Answer 4

Banks, railroads, insurance policies, not for profit, government, short-term commercial paper

Question 5

Regulation A (Partial exemption)

Answer 5

Unaudited financial statements are okay; sales may not exceed 5 million in a 12 month period

Question 6

Regulation D

Answer 6

Private exemption; rules 504, 505, and 506; notify SEC within 15 days after the first sale

Question 7

Rule 504

Answer 7

Limit is $1 million; no limit on number of investors

Question 8

Rule 505

Answer 8

$5 million limit; 35 unaccredited investors, unlimited accredited investors

Question 9

Rule 506

Answer 9

Unlimited dollar amount; 35 unaccredited, unlimited accredited; investors must be sophisticated

Question 10

Who may be liable under section 11?

Answer 10

Anyone who signs the registration statement

Question 11

What reports are required under 1934 act?

Answer 11

10K, 10Q, and 8K

Question 12

Who must report under 1934 act?

Answer 12

Owners with 5% or more; TIPS (tenders, insiders, and proxy)

Question 13

A corporation’s penalty for underpayment of federal taxes

Answer 13

Is not deductible

Question 14

Income distribution deduction is the lessor of:

Answer 14

Actual distribution to beneficiary or DNI

Question 15

Any losses in excess of the at risk amount are:

Answer 15

suspended and carried forward without expiration and are deductible against income in future years from that activity

Question 16

What is not included as “like kind exchange”?

Answer 16

Inventory, stock, securities, partnership interests

Question 17

Average annual gross receipts must be below what amount for a taxpayer to be considered a “qualifying small taxpayer”?

Answer 17

$10 million for the 3 preceding years

Question 18

Ordinary and necessary administration expenses paid by the fiduciary of an estate are deductible:

Answer 18

on the “fiduciary income tax return” only if the estate tax deduction is waived for those expenses

Question 19

All contracts are assignable unless the assignment would result in:

Answer 19

Change in the obligor’s risk

Question 20

Example of something that is not an offer?

Answer 20

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