Reg Sec 12

Question 1

Reporting and Registration provision SEC 1934
Customers Financial Protections bureau
Accredited Investors

Answer 1

All Reporting companies must file proxy statements, tender offers, inside trading and Quarterly reports in connection with upcoming shareholder meetings also shares are listed on a national securities exchange. Company can have its registration suspended or revoked if fails to meet the reporting or other requirements under the law.

Is financed by Federal Reserve and it oversees fair lending standards for instance, credit cards and mortgages

Accredited Investors have a net worth of 1,000,000(not including primary residence) or net income of 200,000(300,000 MFJ) for most 2 recent years.

Question 2

1933 Federal Securities act

Securities

Answer 2

is concerned about securities intended for sale to the public, the act is to ensure sufficient info is available to potential investors not desirability. And applies to issuance of securities in interstate commerce. Also the prospectus is included int the registration statement.

Securities is an investment in enterprise with intent to make profit through managerial efforts of others. Certificates of deposit are not included

Question 3

Exemptions(ACID-BRAINS)

Regulation D and 3 Rules

Answer 3

Regulation A-Small Offerings(5million in12mo notify SEC 15days) and offering circular must be filed.

Regulation D- provides 3 exemptions for private placement of securities, all three exemptions allow sale to both accredited and non-accredited investors

Rule 506-Allows an exemption for offerings that are UNLIMITED as to amount and length of time for accredited investors but sales to non accredited investors is limited to a maximum of 35.
Rule 504- is limited to offerings of up to 1mill in 12 SEC 15days (no non accredited, Unlimited investor, Cannot report under 1934)
Rule 505- is limited to offerings of up to 5 million/12/15 (no advertising no resale for 2 years, Unlimited accredit, 35 non accredited, BS required)

There can be no general solicitation of an offering Under Rules 505 or 506 useless to ACCREDITED investors.

Question 4

Reporting under SEC
Dodd Frank and Swaps
Jobs act of 2012

Answer 4

The corporation itself is required to report any changes in its officers.

Companies may net swaps with a counterparty.

Under the JOBS act, a company status loses its emerging growth status on the date its considered a large accelerated filer.

Question 5

Preliminary prospectus

Interstate offers

Answer 5

A preliminary prospectus that has not yet been approved by SEC is known as a red-herring prospectus.

Interstate offers are exempt as long as 80% of its business operates in a single state, Securities are offered to residents, investors agree not to resell

Question 6

Inside trading
SEC continuous disclosure system
Dodd Frank Act

Answer 6

Directors, officers, and owners of 10% or more of an issuers stock are required to to report every purchase and sale to the SEC.

holds 10 million in assets and has 500 or more non-accredited or 2,000 shareholders in total.

Hedge funds over 150 million must register with SEC.

Question 7

Self registration

Answer 7

original registration statement must be kept updated only.