S24Notes Flashcards
1 - 1 Public and Private Offerings
The Effective Date of an IPO is determined by the SEC (NOT the trade date of the offering).
1 - 2 Public and Private Offerings
If the SEC sues an issuer and underwriter for false statements and/or material omissions in a prospectus, the customer can file a lawsuit against both the issuer and the underwriter.
1 - 3 Public and Private Offerings
What would preclude an issuer from obtaining WKSI status? Involvement in bankruptcy in the past 3 years.
1 - 4 Public and Private Offerings
A non‐EGC ($1B in revenues under the JOBS Act) IS subject to the quiet period. An Emerging Growth Company is NOT.
1 - 5 Public and Private Offerings
Prospectus Delivery requirement for a Reporting Company follow‐on offering is 0 days from the offering date.
1 - 6 Public and Private Offerings
Prospectus Delivery requirement for an IPO that will be listed is 25 days from the offering date.
1 - 7 Public and Private Offerings
Prospectus Delivery requirement for an unlisted follow‐on offering is 40 days from the offering date.
1 - 8 Public and Private Offerings
Prospectus Delivery requirement for an IPO that will NOT be listed is 90 days from the offering date.
1 - 9 Public and Private Offerings
An issuer that loses its WKSI status after filing an Automatic Shelf Registration (ASR) may continue that offering until the next Form 10‐K is filed.
1 - 10 Public and Private Offerings
A registered representative (RR) receives a check from a client to reserve shares of an IPO during the cooling‐off period. What do you instruct the RR to do? Return the check.
1 - 11 Public and Private Offerings
Reg. A (maximum of $5 million) offerings can be offered to the public.
1 - 12 Public and Private Offerings
The look‐back period for a Reg. A offering is 12 months.
1 - 13 Public and Private Offerings
A Reg. 147 offering is used for intrastate offerings.
1 - 14 Public and Private Offerings
A partnership may purchase a 147 offering even if some partners are not in‐state residents.
1 - 15 Public and Private Offerings
Reg. D buyers sign an investment letter (lock‐up letter).
1 - 16 Public and Private Offerings
Private placement/Reg. D‐‐Issuers must issue stop transfer instructions to transfer agent to ensure that no illegal sales take place.
1 - 17 Public and Private Offerings
Can a Purchaser’s Representative be affiliated with the issuer? No, unless the representative is related to the investor.
1 - 18 Public and Private Offerings
If a partnership is formed to buy a Reg. D offering, each individual partner is counted as a separate investor.
1 - 19 Public and Private Offerings
If an existing partnership purchases a Reg. D offering, the partnership will count as one purchaser.
1 - 20 Public and Private Offerings
A 144 offering is NOT appropriate for a company looking to raise capital.
1 - 21 Public and Private Offerings
Shares sold under the 144 exemption become part of the public float.
1 - 22 Public and Private Offerings
The holding period on restricted stock is waived in a 144 sale if the owner is deceased.
1 - 23 Public and Private Offerings
There are NO volume restrictions on a 144A transaction, but the shares remain restricted.
1 - 24 Public and Private Offerings
Reg. S equity offerings can be resold in the U.S. 12 months from the completion of the distribution.
2 - 1 Underwriting
A tender offer is NOT considered to be a type of distribution. An at‐the‐market offering is.
2 - 2 Underwriting
An Escrow Account is NOT required for a Firm‐Commitment underwriting.
2 - 3 Underwriting
Your firm enters a stabilizing bid, then the independent market maker moves its bid down. You can maintain your bid.
2 - 4 Underwriting
The sales concession is lost under a penalty bid.
2 - 5 Underwriting
An investor who shorts a security that is distributing additional new shares can buy it back anytime in the secondary market.
2 - 6 Underwriting
All‐or‐none and mini‐maxi are contingencies. Contingent underwritings require an escrow account.
2 - 7 Underwriting
A Market‐Out clause protects the underwriter from event risk during the underwriting.
2 - 8 Underwriting
A Section 11 (Due Diligence) defense protects the underwriter from false statements made by the issuer in offering documents.
2 - 9 Underwriting
The final settlement of a syndicate account must occur within 90 days following the date on which the securities are delivered to the underwriter.
2 - 10 Underwriting
Underwriting compensation of options or warrants with a duration of greater than 5 years is considered unreasonable.
2 - 11 Underwriting
Securities received as underwriting compensation are restricted for 6 months from the effective date.
2 - 12 Underwriting
FINRA’s Corporate Financing Rule requires the filing of the underwriting agreement (if not eligible for an exemption).
2 - 13 Underwriting
When might the participation of a qualified independent underwriter be required? When there is a conflict of interest involving the issuer and underwriter of a security.
2 - 14 Underwriting
The Reg. M exemption applies to actively traded securities (ADTV $1MM and MV of public float $150MM).
2 - 15 Underwriting
The Reg. M Passive Market Making is allowed up to the Daily Purchase Limit.
2 - 16 Underwriting
The Reg. M stabilizing bids are allowed to remain in effect for an unlimited period.
2 - 17 Underwriting
Under the New Issue Rule, sharing a household with a non-immediate family member does not constitute material support.
2 - 18 Underwriting
Foreign broker‐dealers may join a syndicate even if they are not FINRA members.
2 - 19 Underwriting
The New Issue Rule applies to equity IPOs only.
2 - 20 Underwriting
Persons who own more than 10% of a BD are restricted persons in regard to the New Issue Rule even if they do not work at the firm.
2 - 1 Underwriting
Employees of an issuer who help distribute a new issue and are compensated are deemed agents.
3 - 2 The Securities Exchange Act of 1934 and Related Rules
A corporate insider receives restricted stock as compensation in his/her 401(k) plan. This is NOT reportable on Form 4.
3 - 3 The Securities Exchange Act of 1934 and Related Rules
The Hart‐Scott‐Rodino Act concerns itself with large merger and acquisition transactions.
3 - 4 The Securities Exchange Act of 1934 and Related Rules
The HSR waiting period is typically 30 days.
3 - 5 The Securities Exchange Act of 1934 and Related Rules
A company that is repurchasing its own common stock in the secondary market can execute transactions at the higher of the last transaction or the current bid price (not the ask price).
3 - 6 The Securities Exchange Act of 1934 and Related Rules
Under Sarbanes‐Oxley (SARBOX), both the Chief Executive Officer (CEO) and Chief Financial Officer(CFO) must certify the information contained in Form 10‐Qs and 10‐Ks.
3 - 7 The Securities Exchange Act of 1934 and Related Rules
Companies can execute a going private transaction if they get below 300 shareholders.
3 - 8 The Securities Exchange Act of 1934 and Related Rules
Going‐private transactions save on Forms 10‐Q, 10‐K, 8‐K filing costs.
3 - 9 The Securities Exchange Act of 1934 and Related Rules
Insiders may be short against the box for up to 20 days to clear stock through legal.
3 - 10 The Securities Exchange Act of 1934 and Related Rules
Tender offers must remain open for at least 20 business days.
3 - 11 The Securities Exchange Act of 1934 and Related Rules
If a tender offer is amended, it must remain open for at least 10 additional business days.
3 - 12 The Securities Exchange Act of 1934 and Related Rules
Management must give its opinion to shareholders of a tender target within 10 business days.
3 - 13 The Securities Exchange Act of 1934 and Related Rules
Form 13D should be filed within 10 days of acquiring more than 5% of company’s voting securities.
3 - 14 The Securities Exchange Act of 1934 and Related Rules
A Fairness Opinion must disclose if the writer will receive additional compensation based on the completion of the deal.
4 - 1 Supervision and Research
Under the JOBS Act, EGCs are exempt from the quiet periods with regard to publishing research on IPOs.
4 - 2 Supervision and Research
May a research analyst whose firm is participating in a non‐EGC offering attend or participate in a road show or pitch meeting? No.
4 - 3 Supervision and Research
It is OK for a BD to trade prior to a research report issuance if information barriers exist.
4 - 4 Supervision and Research
Research reports should be written in plain English (not at a specific grade level).
5 - 1 General Supervision
For what period does FINRA BrokerCheck provide information on a registered person? 10 years.
5 - 2 General Supervision
A Series 6 RR may not sell REITs to customers.
5 - 3 General Supervision
A Series 26 or 24 registered principal may supervise a Series 6 RR.
5 - 4 General Supervision
A Series 26 registered principal can supervise a Series 7 RR under limited circumstances (Sales of Investment Company and Variable Products).
5 - 5 General Supervision
A Series 27 principal may not supervise sales activities.
5 - 6 General Supervision
The firm’s AML officer does NOT need to be registered.
5 - 7 General Supervision
Business card titles must be approved by the RR’s firm.
5 - 8 General Supervision
Who supervises the sales activities of a managing partner/director at a brokerage firm? The Chief Compliance Officer.
5 - 9 General Supervision
Who supervises a producing branch manager? The regional manager at a different location.
5 - 10 General Supervision
Would a representative who collects or receives a fee for selling variable annuities be required to register as an investment adviser? No.
5 - 11 General Supervision
An associated person of a foreign BD may visit with U.S. clients if chaperoned by a registered person of a U.S. BD.
5 - 12 General Supervision
A current copy of the FINRA Manual must be made available to customers upon request. Electronic availability is allowed.
5 - 13 General Supervision
FINRA members must provide customers with an annual disclosure containing the FINRA BrokerCheck hotline and FINRA’s Web site address.
5 - 14 General Supervision
U5 Forms are to be retained for 3 years.
5 - 15 General Supervision
An individual must requalify as a registered person after two years of inactivity.
5 - 16 General Supervision
Special Inactive Status also applies to terminated individuals (2 years from the U5 filing).
5 - 17 General Supervision
AML written procedures need NOT be filed with a regulator.
5 - 18 General Supervision
May a firm amend a U5 after a representative has left the firm? (Yes).
5 - 19 General Supervision
A firm is under an ongoing obligation to amend a U5 (no time limit).
5 - 20 General Supervision
Form U6 adds information from Code of Procedure and/or Code of Arbitration proceedings.
5 - 21 General Supervision
BrokerCheck information can be amended by an RR through a Broker Comment Request Form.
5 - 22 General Supervision
A bank invites an RR to meet with bank clients on bank premises for a single day. This would be considered to be an office of convenience. The representative should have any clients who decide to open an account sign the disclosure that investment products are not bank obligations.