Q&A4 Flashcards
Corporate Financing Rule
Managing underwriter must file certain info w/ FINRA concerning an offering:
- Est max ___
- Est max ___ or commission, counsel fees, finders’ fees, and stmt of any other comp
- Stmt re the affiliation w/ any member firm of ___
- Stmt explaining any other arrangement entered into in the ___ period prior to filing date where firm rec’d items of value, warrants, or options of issuer
- Stmt demonstrating compliance with any exception from what constitutes ___
- offering price
- underwriting discount
- an officer, director, or BO of 5% or more of issuer’s securities
- 180-day period
- underwriting comp
SAR
- Must be filed w/in ___ days.
- Filed if tx involved at least $__ and member knows / has reason to believe the funds are derived from illegal activity or has no __.
- 30 days
2. $5k…no legit lawful purpose
Rule 17a-11 requires reports to be sent to SEC if:
- Independent auditor discovers ___.
- Firm’s debt-to-equity ratio exceeds __% for more than __ days.
- Firm’s $ amt of net capital is < __% of min req.
- Firm’s ratio of net capital to AI < __.
- material inadequacies
- 70% for more than 90 days
- 120%
- 1/12
A Nasdaq MM’s registration will be terminated if MM fails to enter a quote w/in __ biz days after MM’s registration becomes effective.
5 biz days
Temporary subordination agmt
- May only be used to increase net capital for ___ underwritings.
- firm-commitment
Dept of Enforcement
- Respondent must respond to a complaint from Dept of Enforcement w/in __ days.
- If response not filed, second notice will be sent and must be answered w/in __ days. Failure may be treated as ___.
- 25 days
2. 14 days….admission to allegations in the complaint
CTR
Must be filed w/in __ days.
15 days
U4
- For any person filing a U4, BD must VERIFY most recent __ years of employment.
- U4 form requires person filing to DISCLOSE most recent __ years of employment.
- verify 3 years
2. disclose 10 years
SIPC coverage
Total of $__, of which no more than $__ may be for cash.
Total of $500k, no more than $250k cash
Restricted securities
- Holding period is typically __ months.
- If issuer is a non-reporting co, holding period is __.
- typically 6 months
2. 1 year for nonreporting co
WKSI
Within 60 days of eligibility determination, issuer must have either $__ common equity OR $__ nonconvertible debt.
$700mm common equity OR $1bn nonconvertible debt
Statutory disqualification
= ban from industry for __ yrs from conviction of felony or certain misdemeanors
10 yrs
Consolidated Tape Assoc
3 networks that disseminate mkt info for NMS stocks - which exchange(s)?
- Network A:
- Network B:
- Network C:
A: NYSE
B: AMEX and other nat’l exchanges (Chicago Stock Exchange)
C: Nasdaq
Form 8-K
Filed upon a material event that would affect firm’s financial condition or share value and would be deemed of public interest.
Examples:
- change in ___ of the firm
- change in the firm’s ___
- resignation of a ___
- involvement in a ___ proceeding
- acquisition/ disposal of significant amt of assets not deemed to be in ___
- control
- accountant
- director
- bankruptcy
- ordinary course
An individual who becomes an insider is req’d to report to the SEC w/in ___ days by filing ___.
10 days…Form 3
