Federal Securities Acts Flashcards
- Under the Securities Act of 1933, which of the following statements, if any, are correct regarding the purpose of registration?
I. The purpose of registration is to allow for the detection of management fraud and prevent a public offering of securities when management fraud is suspected.
II. The purpose of registration is to adequately and accurately disclose financial and other information upon which investors may determine the merits of securities.
a. I only
b. II only
c. Both I and II
d. Neither I nor II
b. II only
- 경영상 사기 (등록 이야기 아님)
- 정보 공개
- When a common stock offering requires registration under the Securities Act of 1933,
a. The registration statement is automatically effective when filed with the SEC.
b. The issuer would act unlawfully if it were to sell the common stock without providing the investor with a prospectus.
c. The SEC will determine the investment value of the common stock before approving the offering.
d. The issuer may make sales 10 days after filing the registration statement.
b. The issuer would act unlawfully if it were to sell the common stock without providing the investor with a prospectus.
a. Filing 후 20일 후에 효력
c. 투자 가치 결정 안 함 (사기성, 공개 등)
d. 20 days
- Which of the following requirements must be met by an issuer of securities who wants to make an offering by using shelf registration?
Original The Offeror Registration Must Be a
Statement Must First-Time Issuer Be Kept Updated of Securities
a. Yes Yes
b. Yes No
c. No Yes
d. No No
b. Yes No
shelf registration?
일괄 등록제도
반드시 발행인일 필요는 없음
x
- Miner Corp. wants to make a $5 million limited public stock offering. It is subject to the exempt transaction provisions of Rule 505 under Regulation D of the Securities Act of 1933. What must Miner do to comply with the Act?
a. File a registration statement.
b. Advertise the offering.
c. Issue a “red herring” prospectus.
d. Sell the offering to a limited number of purchasers who are not accredited investors.
d. Sell the offering to a limited number of purchasers who are not accredited investors.
Rule 505 under Regulation D
면제
제한된 투자자들에게만 팔 수 있음
- Which of the following statements concerning an initial intrastate securities offering made by an issuer residing in and doing business in that state is true?
a. The offering would be exempt from the registration requirements of the Securities Act of 1933.
b. The offering would be subject to the registration requirements of the Securities Exchange Act of 1934.
c. The offering would be regulated by the SEC.
d. The shares of the offering could not be resold to investors outside the state for at least 1 year.
a. The offering would be exempt from the registration requirements of the Securities Act of 1933.
intrastate securities
d. 9 months
- Which of the following statements concerning the prospectus required by the Securities Act of 1933 is true?
a. The prospectus is a part of the registration statement.
b. The prospectus should enable the SEC to pass on the merits of the securities.
c. The prospectus must be filed after an offer to sell.
d. The prospectus is prohibited from being distributed to the public until the SEC approves the accuracy of facts embodied therein.
a. The prospectus is a part of the registration statement.
prospectus
registration statement에 담겨 있어야
registration statement만 filing 의무
- Universal Corp. intends to sell its common stock to the public in an interstate offering that will be registered under the Securities Act of 1933. Under the act,
a. Universal can make offers to sell its stock before filing a registration statement, provided that it does not actually issue stock certificates until after the registration is effective.
b. Universal can make offers to sell its stock before filing a registration statement, provided that it does not actually issue stock certificates until after the registration is effective.
c. A prospectus must be delivered to each purchaser of Universal’s common stock unless the purchaser qualifies as an accredited investor.
d. Universal’s filing of a registration statement with the SEC does not automatically result in compliance with the “blue-sky” laws of the states in which the offering will be made.
d. Universal’s filing of a registration statement with the SEC does not automatically result in compliance with the “blue-sky” laws of the states in which the offering will be made.
자동적으로 되는 것 아님
- What form must be filed with the Securities and Exchange Commission (SEC) by nonreporting and unseasoned issuers?
a. Form S-1.
b. Form 10-K.
c. Form 8-K.
d. Form S-3.
a. Form S-1.
- Which of the following statements about the prospectus required by the Securities Act of 1933 is true?
a. The prospectus is a part of the registration statement.
b. The prospectus should enable the SEC to pass on the merits of the securities.
c. The prospectus must be filed after an offer to sell.
d. The prospectus is prohibited from being distributed to the public until the SEC approves the accuracy of the facts stated.
a. The prospectus is a part of the registration statement
- A preliminary prospectus, permitted under SEC Regulations, is known as the
a. Unaudited prospectus.
b. Qualified prospectus.
c. “Blue-sky” prospectus.
d. “Red-herring” prospectus.
d. “Red-herring” prospectus.
- Link Corporation is subject to the reporting provisions of the Securities Exchange Act of 1934. Which of the following documents must Link file with the SEC?
Quarterly Reports (Form 10-Q) Proxy Statements a. Yes Yes b. Yes No c. No Yes d. No No
b. Yes No
a. Yes Yes
- (a) Following registration, a company subject to the reporting requirements of the 1934 act must file specific reports with the SEC on a regular basis. These reports include the 10-K (annual report), the 10-Q (quarterly report), and a proxy solicitation statement. Ten days prior to mailing a proxy statement to shareholders, the issuer must file a copy with the SEC. In addition, the 8-K (current report) must be filed to disclose material events
- Which of the following statements is true about corporations subject to the reporting requirements of the Securities Exchange Act of 1934?
a. The annual report (Form 10-K) need not include audited financial statements.
b. The annual report (Form 10-K) need not include audited financial statements.
c. A quarterly report (Form 10-Q) need only be filed with the SEC by those corporations that are also subject to the registration requirements of the Securities Act of 1933.
d. A report (Form 8-K) must be filed with the SEC after a material important event occurs.
d. A report (Form 8-K) must be filed with the SEC after a material important event occurs.
- The provisions of the Securities Exchange Act of 1934 include all of the following except the
a. Requirement that firms offering securities for public sale to file a registration statement and provide a prospectus to potential investors.
b. Registration of securities listed on national exchanges.
c. Registration of securities listed on national exchanges.
d. Required disclosure of pertinent information in tender offer solicitations.
a. Requirement that firms offering securities for public sale to file a registration statement and provide a prospectus to potential investors.
1933법 얘기
tender offer
공개 매수
targeted company에 공개
- One of the elements necessary to recover damages if there has been a material misstatement in a registration statement filed under the Securities Act of 1933 is that the
a. Issuer and plaintiff were in privity of contract with each other.
b. Issuer failed to exercise due care in connection with the sale of the securities.
c. Plaintiff gave value for the security.
d. Plaintiff suffered a loss.
d. Plaintiff suffered a loss.
원고가 손해만 보면, 손해 가능
피해 사실만 있고 입증 책임은defendant가
a. Issuer and plaintiff were in privity of contract with each other.
발행인 피해자 사이 계약의 견련관계
필요 없음
b. Issuer failed to exercise due care in connection with the sale of the securities.
필요 없음
