Rules and Regulations

Question 1

Regulation S

Answer 1

Exempts offerings:
1. made in an offshore transaction; and
2. without directed selling efforts in the U.S in connection with the offering.

Question 2

Regulation M

Answer 2

Addressesses market maker activities during syndication.

Question 3

Rule 15c3-3

Answer 3

Customer Protection Rule
Requires:
1. That carrying firms each day reduce to possession or control all fully paid-for securities and all excess margin securities.
2. That each week, carrying firms must compute monies owed to the broker-dealer by customers and monies owed by the broker-dealer to customers. (Debits and Credits)

Question 4

Rule 144A

Answer 4

Rule allowing nonregistered foreign and domestic securities to be sold to certain qualified instututional buyers (QIBs) in the U.S. without a holding period.

Question 5

Rule 147

Answer 5

PRovides exemption from the registration statement and prospectus requirements of the Securities Act of 1933 for securities offered and sold exclusively intrastate.

Question 6

Rule 147A

Answer 6

Provides an exemption from registration similar to Rule 147; permits offerings to be available to out-of-state residents, and companies may be incorporated out of state.

Question 7

Rule 145

Answer 7

Permits the sale of certain securities acquired through a merger, acquisition, or reclassification to be sold without having to first register witht the SEC.

Question 8

Regulation D

Answer 8

Exempts from registration offerings sold in private placements.

Question 9

Rule 144

Answer 9

Sets the requirements for selling or purchasing restricted, unregistered, or control securities.

Question 10

Regulation A

Answer 10

Provides two offering tiers for small- and medium-sized companies that will allow them to raise capital in amounts substantially more than $5 million previously allowed under Reg A:
1. Offerings up to $20 million ($6 million from shareholders)
2. Offerings up to $75 million ($22.5 million from shareholders)

Question 11

Regulation FD

Answer 11

Whwnever a public comopany, or any person acting on its behalf, discloses material nonpublic infomration to certain enumerated persons, the company must simultaneously - in the case of intentional disclosures - or promptly - in the case of unintentional disclosures - make public disclosure of that same information.

Question 12

Regulation G

Answer 12

FRB regulation that governs the extension of credit for securities transactions by commercial lenders and nonfinancial corporations.

Question 13

Regulation S-AM

Answer 13

An SEC regulation that allows a consumer, in certain limited situations, to block affiliates of brokers/dealers, invetment compnaies, investment advisers, and transfer agents registered with the Commission from soliciting the consumer based on eligibility information.

Question 14

Regulation SHO

Answer 14

Mandates a locate requirement with regard to short sales. Before entering a short sale order, members are required to locate the security to be assured that delivery can be made on the sttlement date. The locate requirement applies to short sales in all equity securities.

Question 15

Regulation U

Answer 15

FRB regulation that governs loans by banks for the purchase of securities. Call loans are exempt from Reg U.

Question 16

Regulation X

Answer 16

FRB regulation that governs the use of borrowed money in securities transactions, mainly in connection with US businesses borrowing from overseas lenders.