Federal Securities Acts Flashcards

1
Q

What are the key points of the 1933 Securities Act?

A

Governs Initial Public Offerings (not subsequent sales).

Covers registration statements and accompanying info filed with SEC.

Information must include audited financial statements & a prospectus.

Note: Even if a company is exempt from registering under the 1934 Act; they still must adhere to the anti-fraud provisions of the Act

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2
Q

What entities are exempt from filing registration statements under the 1933 Securities Act?

A

(1) Banks; (2) Commercial Paper; (3) Farmers; (4) Co-ops; (5) Charities; (6) Governments
(7) Also exempt: Securities sold in ONE state; where investors are residents; 80% of business done in one state; and resales can’t occur within 9 months to interstate parties.

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3
Q

What are the key points of the 1933 Securities Act; Regulation A?

A

Issuer can issue $50M of securities per year and be exempt if they file a notice with the SEC

Non-issuers (AKA a private individual) can sell $1.5M per year and be exempt

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4
Q

Under the 1933 Securities Act; Regulation D; what are Rules 504; 505 and 506?

A

Rule 504: Max Amount per year is $1M; Max Investors: Unlimited

**Rule 505: **Max Amount per year is $5M; Max Investors: 35 Unaccredited or Unlimited Accredited

Rule 506: - Max Amount per year: Unlimited; Same as 505;

However, **35 Unaccredited investors must be sophisticated **or Unlimited Accredited

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5
Q

What are the registration form options under the 1933 Securities Act?

A

S-1 - Long Form or S-2 and S-3 - Less Detailed and preferred by issuers

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6
Q

Name the securities registered under the Securities Act of 1933.

A

Stocks

Stock Options

Stock Warrants

Limited Partnership Interests - General Partnerships not allowed Bonds

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7
Q

Who can sue under the Securities Act of 1933?

A

Purchasers of securities only

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8
Q

Name the Requirements for Accountant to be liable under the Securities Act of 1933.

A

Damages & Material Misstatements Only

Reliance on financial statements are not a requirement unless purchased more than a year after the security is registered

Proving negligence is not a requirement

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9
Q

Name the Defenses of an Accountant under the Securities Act of 1933.

A

Accountant used Due Diligence

Accountant followed GAAP

Damages weren’t caused by accountant’s work

Plaintiff knew of the material misstatements

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10
Q

What does the Securities Act of 1934 govern?

A

The trading / selling of securities after the IPO

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11
Q

What reports must be filed under the Securities Act of 1934?

A

Form 10-K: Annual Report - Must be audited

Form 10-Q: Quarterly Report - Must be reviewed; but not audited

**Form 8-K: **notice of a material event; Must be filed within 4 days of event

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12
Q

Who can sue under the Securities Act of 1934?

A

Purchases and Sellers of Securities

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13
Q

Name the Requirements for an Accountant to be liable for fraud under the Securities Act of 1934.

A

Damages

Material Misstatements

Reliance on financial statements

Scienter or reckless disregard for the truth

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14
Q

What procedures must an Accountant have in place under the Securities Act of 1934?

A

Accountant must have procedures in place to:

Determine if Going Concern is an issue

Determine if any material related party transactions occurred

Determine if material illegal acts occurred

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15
Q

Insider trading rules under the Securities Act of 1934 apply to which individuals?

A

Officers; Directors and 10% Owners

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16
Q

What are the Proxy Solicitation Requirements under the Securities Act of 1934?

A

Proxy must give shareholders audited balance sheets from 2 most recent years

Requirement holds true even if one class of stock