Rules and Regulations Flashcards
According to ______, if material, non-public information is improperly disclosed, the information must be disseminated to the public. If the disclosure was intentional, issuer must file a public statement
_____. If the disclosure was unintentional, it must do so within _____.
Regulation FD; immediately; 24 hours
What requires a trustee that’s appointed by the issuer to act in the bondholders’ best interest; applies only to
corporate debt?
Trust Indenture Act of 1939
BDs may publish research reports when they’re not acting as underwriters
Rule 137
BDs may publish research reports when they are acting as underwriters for another class of security
(e. g., if the issuer’s common stock is under registration, a BD may comment on its non-convertible
debt) .
Rule 138
If the issuer is a reporting company or WKSI, BDs may publish reports when they’re acting as
underwriters for the underlying security, but only if they’re continuing their regular coverage.
Rule 139
______ establishes disclosure and corporate governance rules for publicly traded companies and
makes senior management more directly accountable for the company’s internal control system and its
release of financial information to the public
SARBOX
In a ______, there’s no preferential pricing; therefore, all shareholders must be offered the same
price regardless of their ownership position.
Tender Offer;
Rule 14d-10, which is also referred to as the ______, provides an exception if the compensation is approved by the compensation committee of the
_____.
Best Price Rule; target
This regulation is designed to facilitate communications and disclosures which are made by
companies that are engaged in M&A transactions. Under this rule, summary term sheets provide
shareholders with all of the pertinent information about the transaction.
Regulation MA
Exempt transaction for small businesses
Offering limited to $50 million over 12 months
Regulation A (A+)
Intra-state exemption which is available to issuers that sell within ONE state:_____
Issuer must have its “______” in that state and satisfy any one of the following
four requirements: ____% across the board
Rule 147; principal place of business; 80%
Provides a registration exemption to U.S. companies that issue securities for sale outside of the U.S.
provided the following:
- No offer is directed to a U.S. resident and
The transaction is effected through an overseas securities market
Regulation S
Reg S securities may be resold to a U.S. resident after _____ days for debt, or _____ for equities
40 days for debt; 1 year for equities
Registration exemption for securities that DO NOT involve a public offering
Private Placements
Red. D Private Placements Rule 504:
Deal Size: _____
Non-Accredited Investors: _____
Accredited Investors: _____
Deal size: Up to $5 million
Non-accredited investors: no limit
Accredited investors: no limit
