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Frank 79 > Timings and Limits > Flashcards

Timings and Limits Flashcards

1
Q

An issuer performing a 10b-18 buyback can buy at?

A

Greater of last transaction or highest independent bid

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2
Q

SAR must be filed within how many days?

A

30

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3
Q

How many days before meeting must definitive annual/special proxy be sent?

A

At least 20 calendar days. If making available by Internet, 40 calendar days

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4
Q

How many days prior to sending the definitive proxy to shareholders must prelim proxy be filed with SEC?

A

At least 10 calendar

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5
Q

When must a preliminary proxy be filed with SEC?

A

No later than the date first sent to shareholders

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6
Q

When must a FWP be filed with SEC?

A

No later than the date it is used

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7
Q

After how many days do financial statements become stale?

A 
134 days (non WKSI)
129 days (WKSI)
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8
Q

Period during which a 147 (intrastate) security cannot be sold outside the state?

A

Nine months

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9
Q

Regulation A+ offerings limit over a 12 month period?

A

$50m (no more than $15m / 30% secondary) – exempt transactions for small businesses

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10
Q

Qualification for accredited investor?

A

$1m net worth, or $200k annual income in each of last two years ($300k for a couple)

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11
Q

Final settlement of a syndicate account must occur within how many days?

A

90 days

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12
Q

Additional number of shares issued under a Green Shoe Clause

A

15%

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13
Q

Proportion of BOD who must be independent to list on NYSE or Nasdaq?

A

Majority

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14
Q

Maximum number of shareholders in an S Corp?

A

100

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15
Q

Period of time Net Operating Losses can be used?

A

Back 2 years, forward 20 years

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16
Q

Filing period for a U5 on termination of an RR?

A

Within 30 days

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17
Q

Filing of an 8-K on any material event affecting issuer’s condition?

A

Within 4 business days

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18
Q

Filing period for F3 when achieving insider status?

A

Within 10 calendar days (owning >10% of voting securities)

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19
Q

Filing period for F4 on any changes in position of an insider?

A

Within 2 business days

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20
Q

Filing period for Schedule 13D when anyone acquires more than 5%?

A

Within 10 days (a 13G can be used by an institutional investor with no intent on control – 13G also filed within 45 days of end of year)

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21
Q

Qualification for use of Form S-3 (Short Form Registration)?

A

Reporting company for at least 12 months and have $75mm public float (voting and nonvoting common)

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22
Q

Period a Tender Offer must be kept open for?

A

20 business days (if amended 10 business days from amendment, subject to 20 business days minimum)

23
Q

Purchase volume restriction in the safe harbor of Rule 10b-19 (buybacks)?

A

25% of ADTV over last four weeks (use only one BD, no purchases on opening of trading or end of day)

24
Q

Qualification limits for a Rule 147 Intrastate offering?

A

80% of assets in state, 80% of revenues in state, 80% of proceeds of issue used in state, ALL investors from state

25
Q

Reg S offerings cannot be resold within US for…

A

Debt: 40 days
Equities: One year

26
Q

Number of non-acc investors in a Reg D?

A

No more than 35

27
Q

Section 4(5) private placement registration exemption?

A

No more than $5m, no advertising or public solicitation, only sold to accredited investors

28
Q

Reg D Private Placement Limits:

A

Rule 504: $1m, anyone
Rule 505: $5m, Max 35 Non-Acc
Rule 506: unlimited, Max 35 Non-Acc

29
Q

Resale restrictions on Control (or Restricted held by a control person):

A

Over 90 days, greater of 1% outstanding shares OR AWTV over prior four weeks

30
Q

Exemption on notifying SEC for Rule 144 sales of Control (or Restricted held by control person):

A

Sale <5000 shares or $ value < $50k

31
Q

Reg M Rule 101/102 restricted period around an offering?

A

1 or 5 days prior to pricing, ending on completion of the distribution (5 days where Public Float less than $25m and ADTV less than $100k; 1 day where Public Float $25-150mm and ADTV at least $100k)

32
Q

Rule 103 Passive Market Making is permitted when…

A

At least one independent MM; PSMM may not big higher than highest independent bid; PSMM DPL greater of 30% of its ADTV or 200 shares

33
Q

Limits on Rule 104 stabilising bids?

A

Lower of public offering or the highest bid in principal market (only one syndicate member may stabilise)

34
Q

Rule 105 restriction on short selling and new issues?

A

Cannot purchase new issue if short position executed within five days prior to pricing. Bona fide exemption if unaware and close out short position one day prior.

35
Q

Registration timeline

A

Pre-Reg: no comms 30 days prior; Filing – 20 day cooling off period; Effective date – final statutory prospectus delivered

36
Q

Aftermarket prospectus requirements?

A

Exchange listed IPO: 25 days
Not listed Not IPO: 40 days
Not listed IPO: 90 days

37
Q

WKSI requirement

A

Eligible to use S3

Float of $700m common OR $1bn of nonconvertible debt

38
Q

Definition of Emerging Growth Company (ref equity research blackout periods)

A

Revenue of less than $1bn

39
Q

Equity Research Blackout Periods

A

IPO: 10 calendar days post effective date

Follow-on: manager only, 3 calendar days post effective date

40
Q

Qualification as a REIT?

A

At least 75% in real estate activities; unlimited shareholders; distributes 90% of income (REIT not taxed, shareholders receive dividends taxed as ordinary income); pass through income but not losses

41
Q

Currency Transaction Report filing deadline?

A

15 days

42
Q

Conducting business in a country on OFAC list?

A

Notify law enforcement within 10 business days

43
Q

IRC 280G golden parachute limit?

A

3x average annualised 5-year salary (above this level, company loses tax deductibility and individual faces 20% excise tax)

44
Q

Period during which UW, selling holder or issuer may request a hearing on SEC order suspending a Reg A exemption?

A

30 days – otherwise the ruling becomes permanent

If requested, must be heard within 20 calendar days

45
Q

Number of prospectuses to be filed with SEC?

A

Prelim (prior to effective date): 5

Post-effective date (final): 10

46
Q

Limits on stabilising bids?

A

Never higher than offer price
If traded: last independent transaction, so long as current independent bid is higher
If no trades: no higher than last independent bid

47
Q

Complaints must be held for how many years?

A

Four

48
Q

Number of copies of prospectus to be filed with SEC?

A

Preliminary (prior to effective date): 5

Final (post effective date): 10

49
Q

How many days after filing does a Registration Statement typically become effective?

A

20 calendar days

50
Q

Holding period for restricted shares under 144?

A

Six months, unless non-reporting, when it’s one year

51
Q

Typical lockup periods in an IPO?

A

180 days, although this is not statutory. 144 restrictions on volume may still apply after this

52
Q

Listing requirements for NYSE?

A 
– 400 US round lot shareholders
– >1.1m outstanding shares
– Market value public shares >$100m ($40m for spinout)
– $4 stock price at time of listing
– One of several financial tests
53
Q

Duration of shelf registration?

A

S3 / F3 – three years

S1 – two years

Frank 79 (4 decks)

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