Rules & shit Flashcards
Addresses reclassifications, mergers or consolidations, and transfers of company assets
Rule 145
Regulation A is an exemption from registration for ______
Public offerings
Would filing an upldated prospectus be a requirement of the 1933 Act or the 1934 Act?
Securities Act of 1933
What does Rule 156 and 135A deal with?
Advertising
Rule 156 deals with ___
Advertising
Rule 135A is about ____
Advertising
Rule 506(b)
Private placement exemptions
Rule 498
Summary prospectus for mutual funds
The federal legislation that requires broker-dealers to verify the identity of any person opening an account is
PATRIOT Act
A 403(b) plan (tax-sheltered annuity plan or TSA) is a retirement plan offered by _____
public schools and certain charities
FINRA rule 8110 says firms have to make ____ available upon customer request
FINRA manual
Regulation D
Let’s companies doing certain kinds of private placements raise capital without hassle of registering securities with SEC
(company may sell its securities to an unlimited number of “accredited investors” and up to 35 other purchasers. All non-accredited investors, either alone or with a purchaser representative, must be sophisticated—that is, they must have sufficient knowledge and experience)
Us regulation A an exemption from registration for public offerings or private placements?
Public offerings
Regulation A is an exemption from registration for public offerings
Does regulation A apply to private placements or public offerings?
Public offerings
Regulation A is an exemption from registration for public offerings
Regulation S-P
- Protects customer privacy
- Requires initial and annual privacy notices
- Notices must have a simple opt out method
(Enacted by the SEC)
Regulation SHO
- Established locate requirement for securities to be sold short
- Tries to curtail naked short selling
(“SHO” for short selling)
Regulation A (two tiers)
- Exemption from registration
- Raise up to $50m in 12mo period w/o registration
Two tiers:
- Tier 1 allows offerings up to $20m
- Tier 2 allows offerings up to $50m
T/F: Regulation A and Regulation D are both considered “exemptions” from registration
True, both exemptions
- Reg D for private placements
- Reg A for offerings up to $50m in 12mo
Regulation D
- Registration exemption for private placements
- Up to 35 non accredited investors for 506(b)
- All accredited investors for 506(c)
Retail communications
More than 25 retail investors within 30 day calendar period
Correspondence
Communication available to 25 or fewer retail investors within 30 day calendar period
Institutional communications
Communications available only to institutional investors
Examples: other member firms, banks, insurance companies, investment companies, gov entities, any entity with $50m or more in assets
Currency transaction report is the Form ___
Form 112
- CTR is aka Form 112
- When more than $10k currency is deposited, withdrawn, or transferred in a single day
Do you have to file a currency transaction report (aka Form 112) when more than $10k currency is transferred in a single day?
Yes, even when money is just transferred
•File when money deposited, withdrawn, or transferred in a single day
Regulation FD (fair disclosure) applies to who?
Issuers
When they disclose info people might trade off of
Is commercial paper that expires in less than 270 days exempt from the registration and disclosure provisions of the Securities Act of 1933?
Yes it is
> commercial paper less than 270 days exempt registration
Aside from being nicknamed the “paper and prospectus act” the securities act of 1933 is aka what?
The “truth in securities” act
“The act—also known as the “Truth in Securities” law, the 1933 Act, and the Federal Securities Act—requires that investors receive financial information from securities being offered for public sale.”
Which of the following exemption provisions of the Securities Act of 1933 may not be used for an initial offering of securities?
A) Regulation D B) Regulation A C) Rule 144 D) Rule 147
C) Rule 144
“Rule 144 does not pertain to primary offerings; it affects secondary market transactions in restricted or control securities”
T/F: Rule 144 pertains to primary offerings
False
“Rule 144 does not pertain to primary offerings; it affects secondary market transactions in restricted or control securities.”
If a customer calls a rep to complain about his performance, what does the rep have to do?
Nothing
No reporting (not even to principal) if not in writing
T/F: The 5% markup policy applies to exempt securities “
False
> doesn’t apply to primary market either
“The 5% markup policy applies to secondary market transactions in nonexempt securities.”
T/F: FINRA Rule 2330, which deals w/ insurance company products, applies to fixed annuities
False
> applies to VARIABLE annuities
applies to purchase/sale of deferred variable annuities and initial allocations to the seperate account
doesn’t apply to fixed annuities
T/F: FINRA Rule 2330, which deals w/ insurance company products, applies to variable life insurance
False
> doesn’t apply to variable life insurance
Rule 2330 for variable ANNUITIES
deals w/ purchase/sale of deferred variable annuities and initial allocations to the seperate account
