Federal Securities Regulation

Question 0

Registration statement includes what?

Answer 0

names, addresses and amounts of securities held by directors, officers, underwritiers, and shareholders with at least 10% of the stock

Question 1

A registration statement consists of what?

Answer 1

2 parts:
a prospectus
detailed information about the securities (registration statement)

Question 2

Who must file a registration statement?

Answer 2

SPIN

• Securities are offered
• Public Issue
• Interstate commerce
• No other exemptions

Question 3

Exemptions for filing a registration statement

Answer 3

ACID BRAINS

• Regulation A
• Commercial Paper
• Intrastate Offerings
• Regulation D
• Brokerage Transactions
• Regulation Industries
• Agencies of the government
• Insurance Contracts
• Not for Profit
• Stock Dividends and Splits

Question 4

Regulation D Exemptions

Answer 4

Rule 504,505,506

Question 5

Rule 504

Answer 5

Offerings up to 1 million within 12 months
No advertising to non-accredited
unlimited number of investors
cannot use if must report under 1934 Act

Question 6

Rule 505

Answer 6

Offerings up to 5 million in 12 months

• All advertising is prohbited
• No resale for 2 years
• No more than 35 non-accredited investors

Question 7

Rule 506

Answer 7

Unlimited dollar amount
non-accredited investors must be sophisticated investor or be represented by a sophisticated investor
general solicitation (advertising) permitted if all investors are accredited

Question 8

Regulation A

Answer 8

up to 5 million in 12 months (same limits as rule 505). Offering can be freely advertised. No restrictions on resale or types of investors

Question 9

Requirements for Attachment

Answer 9

PIG
Property Owned by creditor (RIGHTS)
Interest Created (Signed security agreement)
Give Value

Question 10

Requirements for perfection

Answer 10

FAT
File financing statement
Automatic (PMSI)
Take possession