Unit 20 The New Issues Market Flashcards

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1
Q

Max duration of a shelf registration

A

3 years

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2
Q

Free-writing prospectus (FWP)

A

written communication from an issuer that supplements the preliminary or final prospectus
EX: letter from a CEO

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3
Q

Trust Indenture Act of 1939

A

corp bonds issue of more than $50mm require trust indenture

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4
Q

Regulation A

A

raise a small amount of capital without SEC registration process, up to $5mm in 12 months
Tier 1: $20mm
Tier 2: $75mm

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5
Q

Rule 147

A

only state residents can purchase securities

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6
Q

Rule 147A

A

allows a company to be incorporated out of state
intrastate crowdfunding

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7
Q

Reg D

A

accredited investor
$200k income ($300k married)
$1mm net worth

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8
Q

Accredited institution

A

$5mm

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9
Q

Reg D Rule 506 (b)

A

raise unlimited capital of accredited and max 35 non-accredited
no public advertising

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10
Q

Reg D Rule 506(c)

A

raise unlimited capital of accredited and no non-accredited
allows public advertising

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11
Q

Reg D file From D with SEC no later than _____ days after offering

A

15

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12
Q

Reg D issues uses a _____ rather than a prospectus.

A

memorandum

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13
Q

Reg D records must be kept for ___ years.

A

3

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14
Q

Rule 144

A

investor can sell restricted stock to public market if held for 6 months
an insider can sell greater of 1% of outstanding shares or avg weekly trading volume, if held for 90 day period.

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15
Q

Rule 144A

A

allows Qualified Institutional Buyers (QIBs) to freely trade private placements

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16
Q

Crowdfunding

A

allows individuals to invest in startups. Max amount to be raised is $5mm per year

17
Q

Recommending unregistered, non-exempt stock is a…

A

regulatory violation