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RFBT > Securities Regulation Code > Flashcards

Securities Regulation Code Flashcards

1
Q

Position of the sec

A

a chairperson and 4 commissioners

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2
Q

What are the four principal departments of the sec

A
  1. The market and securities regulation department
  2. The corporate governance & finance department
  3. The company registration and monitoring department
  4. The enforcement and investor protection department
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3
Q

It develops to registration criteria for all market participants and supervises them to ensure compliance with registration requirements and endorses in fractions of the code and rules and regulations to the enforcement and investor protection department. It registers equity securities and debt instruments or recommends their exemption from registration before they are sold, offered for sale, or distributed to the public and ensures that full, timely and accurate information is available about the set securities

A

market and securities regulation department

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4
Q

Mutual funds, including exchange-traded funds, membership certificates, club shares, both proprietary and non-proprietary, and timeshares before they are offered for sale or sold to the public and ensures that adequate information is available about this insecurities. It also ensures that investors have access to all material disclosures regarding the said offering and the securities of all public companies. It also monitors compliance by the above verse with the code and rules and regulations adopted thereunder and compliance of financing, lending conditions with existing laws

A

the corporate governance & finance department

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5
Q

It registers domestic corporations, partnerships and association, including representative offices and foreign corporations intending to do business in the philippines. It also supervises and monitors such entities relative to their compliance with laws administered by the commission

A

the company registration and monitoring department

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6
Q

It ensures compliance by all market participants, issuers and individuals, and takes appropriate and forcement action against them from illegal in fraction of the code and other relevant laws administered by the commission

A

The enforcement and investor protection department

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7
Q

True or false. No securities shall be sold or offered for sale or distributed by any person or entity within the philippines unless such securities or duly registered with the sec

A

true

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8
Q

Upon filing of the registration statement of securities, the issuer shall pay the commission a fee of not more than ______________ of the maximum aggregate price at which such securities are proposed to be offered

A

1/10 of 1%

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9
Q

Within _________ after the date of filing of the registration statement or by such later date to which the issuer has consented, the sec shall declare the registration statement effective or rejected, unless the applicant is allowed to amend registration statement

A

45 days

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10
Q

True or false. Insolvency of the issuer is a ground for rejection or revocation of registration of securities

A

true

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11
Q

Grounds for rejection or revocation of registration of securities

(IVF3IM)

A
  1. Insolvency
  2. Violation of the code
  3. Fraudulent transactions
  4. False material facts in any prospectus
  5. Failed to comply with any requirements of the commission
  6. Incomplete or inaccurate registration statement; misleading
  7. Moral turpitude
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12
Q

Grounds for suspension of registration of securities (IR)

A
  1. Information contained in the registration statement is misleading; sale or offering for sale of the security tend to work a fraud
  2. Refusal to furnish information required by the sec
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13
Q

These are shares, participation or interest in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate, contract or instruments

A

securities

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14
Q

Exempted transactions from requirement of registration with sec

ILIDCSCBSE20Q

A

insolvency or bankruptcy

liquidation of debt

isolated transaction

stock dividend or other distribution of surplus

sale of capital stock to its shareholders exclusively where no commission is paid

and time mortgaged together with all the bones or note secured thereby or sold to a single purchaser at a single sale

conversion

brokers transaction

subscription before incorporation

existing securities; no commission

to fewer than 20 persons in the philippines during a 12-month period

to qualified buyers

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15
Q

True or false. The own shares of stocks of a bank is not required to be registered with the sec

A

false; all securities issued to the public which are not regulated or supervised by another regulatory body shall be required to register to sec

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16
Q

It means a publicly announced intention by a person acting alone or in concert with other persons to acquire outstanding equity securities of a public company as defined in src or outstanding equity securities of an associate or related company of such public company which controls the said public company

A

tender offer

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17
Q

It means a publicly announced intention by an issuer to reacquire any of its own class of equity securities or by an associate of such a sugar to acquire such securities

A

issuer tender offers

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18
Q

Any person or group of persons acting in concert who intends to acquire _______ of equity securities in a public company in one or more transactions within a period of 12 months shall file a declaration to that effect with the sec

A

15%

19
Q

Any person or group of persons acting in concert who intends to acquire _______ of the outstanding voting shares or such outstanding voting shares that are sufficient to gain control of the bored in a public company in one or more transactions within a period of 12 months shall disclose such intention and contemporaneously make a tender offer for the percentage sought to all holders of such securities within the said period

A

35%

20
Q

If any acquisition that would result in ownership of over ________ of the total outstanding equity securities of a public company, the acquirer shall be required to make it tender offer under this rule for all the outstanding equity securities to all remaining stockholders of the said company at a price supported by a furnace opinion provided by an independent financial adviser or equivalent third-party. The acquirer in such a tender offer shall be required to accept all securities tendered

A

50%

21
Q

True or false. Acquisition of 50% or more ownership of securities or such percentage that is sufficient to gain control of the board from the an issued capital stock is exempted from mandatory tender offers

A

false; purchase from an issued capital stock are exempt provided that the acquisition will not result to a 50% or more ownership of securities or such percentage that is sufficient to gain control of the board

22
Q

True or false. Any purchase of securities from an increase in authorized capital stock is exempted from mandatory tender offers

A

true

23
Q

Transactions exempted from mandatory tender offers

(UIFPROM)

A

unissued capital stock

increase authorized capital stock

foreclosure proceedings

privatization

rehabilitation

open market

merger or consolidation

24
Q

True or false. Ara acquisition or repurchase by an issuer of its own securities shall only be made if such issuer has unrestricted retained earnings in its books to cover the amount of shares to be purchased

A

true

25
Q

Tender offer shell, unless withdrawn, remain open until the expiration of

_____________ from its commencement; provided that an offer should as much as possible be completed within __________ from the date the intention to make such offer is publicly announced or

____________ from the date of notice of change in the percentage of the class of securities being sought or in the consideration offered is first published, sent or given to security holders

A

20 business days; 60 business days; 10 business days

26
Q

In a mandatory tender offer, the offeror shall be compelled to offer the highest price paid by him for such securities during the preceding _____________

A

6 months

27
Q

The offertory in a tender offer shall permit the securities standard to be withdrawn at any time during the period such tender offer remains open and if not yet accepted for payment after the expiration of _____________ from the commencement of the tender offer

A

60 business days

28
Q

The opera in a tender offers and either pay the consideration offered, or return the tendered securities not later than ____________ after the termination or the withdrawal of tender offer

A

10 business days

29
Q

True or false. No person shall sell or offer for sale to the public any preneed plan except in accordance with rules and regulations which the commission shall prescribe

A

true

30
Q

Covered entities for the securities regulation code rule 68 or financial reporting requirements

  1. Stock corporations with paid up capital of _______________
  2. Non-stock corporations with total assets of ________________ or gross and receipts of _____________
  3. Branch offices of stock foreign corporations with total assets in the equivalent amount of __________________
  4. Branch offices of non stock corporation with total assets in the equivalent amount of _______________
  5. Regional operating headquarters of foreign corporations with total revenues in the equivalent amount of _________________
A

50,000 or more

500,000 or more; 100,000 or more

1 million or more

1 million or more

1 million or more

31
Q

It means a set of accounting principles, standards, interpretations and pronouncement that must be adopted in the preparation and submission of the annual financial statements of a particular class of entities as defined in this role by the commission

A

financial reporting framework

32
Q

Error means and unintentional mistake in the financial statements which reduces or increases the consolidated total assets, total liabilities or income of the company by ________

A

5%

33
Q

It means an intentional act by one or more individuals among management, employees or third parties that results in a misrepresentation of financial statements which reduces or increases the consolidated total assets liabilities or income of the company by 5%

A

fraud

34
Q

It means wanton or reckless disregard of the duty of due care in complying with the philippine standards on auditing

A

gross negligence

35
Q

It means and information whose omission or misstatement would influence the economic decisions of its users

A

material information

36
Q

Subsidiary is a significant subsidiary of the corporations and its others subsidiaries investments in and advances to the subsidiary exceed ________ of the total assets of the corporation and its subsidiaries consolidated as of the end of the most recently completed fiscal year

A

10%

37
Q

It shall mean the presentation of summarize financial information as to the assets, liabilities and results of operation of the entity for which the information is required

A

summarize financial information

38
Q

A large and or or public accountable entities

have total assets of more than ____________ or total liabilities of more than __________

those which required to file financial statements on their part 2 of src rule 68

those in the process of filing their financial statements for the purpose of issuing any class of instruments in a public market

those which are holders of secondary licenses issued by the regulatory agencies

A

350 million; 250 million

39
Q

Medium-sized entities have total assets of between _____________________ or total liabilities of between __________________. If the entity is a parent company, the said amount shall be based on consolidated figures

A

100 million to 350 million; 100 million to 250 million

40
Q

True or false. medium-sized entities are required to file financial statements under part 2 of src rule 68

A

false; also not in the process of filing there fss for the purpose of issuing any class of instruments in a public market and or not holders of secondary licenses issued by regulatory agencies

41
Q

Small Entities have total assets of between _______________ or total liabilities of between ____________________. If the entity is a parent company the said amount shall be based on consolidated figures.

A

3 million to 100 million; 3 million to 100 million

42
Q

Micro entities have total assets and liabilities ______________

A

below 3 million

43
Q

True or false. It is the board of directors or trustees who are responsible for overseeing the company’s financial reporting process and responsible for reviewing and approving the financial statements including the schedules attached therein and submitting the same to the stockholders or members

A

true

44
Q

The independent auditors or in the case of an audit firm, the signing partner of the aforementioned regulated entities shall be rotated after every _____________ of engagement. A __________ cooling off period shall be observed in the engagement of the same signing partner or individual auditor

A

5 years; 2 years

RFBT (29 decks)

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