R5 - Securities Regulation Flashcards
What does the Securities Act of 1933 address?
The original issuances of securities
What does the Securities Exchange Act of 1934 address?
The purchases and sales of securities after initial issuance
What is the purpose of the Securities Act of 1933?
To provide investors with sufficient investment information
Which types of securities are exempt from registration with the SEC?
BRINGS Banks Railroads Insurance policies Non-profits Government Short-term commercial paper (9 mos or less)
What are the dollar limits under Regulation D for offerings?
Rule 504 - $1m
Rule 505 - $5m
Rule 506 - $unlimited
According to the Securities Exchange Act of 1933, which two types of companies must register their securities?
1) Shares are traded on an national exchange
2) Have more than $10m in assets or 2,000 shareholders (500 unaccredited)
Which form is required to be filed within 4 days of any major change in the company?
Form 8-K
What are the reporting requirements to the SEC under the Securities Exchange Act of 1934?
5% TIP 5% or more owners Tender offers Insiders Proxy solicitations/statements
What is the limit for Regulation A (partial exemption) offerings?
$5m in a 12 month period
A preliminary prospectus, permitted under SEC Regulations, is known as what?
A red-herring prospectus
Which 2 documents are required to be filed under a Regulation A offering?
An offering statement and circular
T/F: Intrastate securities offerings are exempt from the registration requirements of the Securities Act of 1933
True; however, the securities are subject to state law (blue-sky law)
Under Regulation D of the Securities Act of 1933, what is the maximum time period during which an exempt offering may be made?
12 months
T/F: If an issuer sells a security and fails to meet certain disclosure requirements, the purchaser may sell it back to the issuer and recover the price paid
True; a purchaser has a right to rescind under section 12 of the 1933 Act if the issuer fails to meet disclosure requirements
