Unknowns 2 Flashcards
Days and Facts
Based on written request, what is the maximum period that a B/D may hold customer correspondence?
Three months. To exceed three months, the customer must provide the B/D with a valid reason for the request.
The Hearing Panel must give a member firm ____ days prior notice before a hearing is held.
28 days prior notice before a hearing is held
Three months ago, an insider acquired stock at $12. If she sells the shares today at $15, may she keep the profit?
No. Under the short-swing profit rule, an insider may not keep a profit earned on stock held less than six months.
Insiders must return short-swing profits, which are profits earned on stock that has been held for less than ___ months.
Insiders must return short-swing profits, which are profits earned on stock that has been held for less than six months.
If firm is acting as a dealer (not a manager or co-manager) on an IPO, what’s the quiet period on research?
Dealers cannot publish research until 10 calendar days after an IPO.
What is the penalty if a CQS market maker (third market) has an unexcused withdrawal from publishing a quote?
One business day in that stock
An underwriting manager must wait _____ calendar days before publishing research on the issuer’s secondary offering.
An underwriting manager must wait three calendar days before publishing research on the issuer’s secondary offering.
How many days must a distribution ppt provide purchasers with a prospectus for a non-listed IPO?
90 Days
How many days must a distribution ppt provide purchasers with a prospectus for a non-listed follow-on offering?
40 Days
How many days must a distribution ppt provide purchasers with a prospectus for a listed IPO?
25 Days
How many days must a distribution ppt provide purchasers with a prospectus for a listed follow-on offering?
0 days - no restriction
Allows for multi-state offers, but sales can only be in-state residents
Rule 147A
How long are resales prohibited to non-residents under Rule 147?
6 months
What does Reg A permit?
Discussing the security before filing
Max offering size for Tier 1? Tier 2?
Max amt sold by existing shareholders? Tier 1/Tier 2
Tier 1 is $20mm
Tier 2 is $75mm
30% of offering:
Tier 1 is $6mm
Tier 2 is $22.5mm
Reg A limits what?
How much capital can be raised over 12 months by US or Canadian issuers. Must provide Offering Circulars
Reg D allows how many non-accredited investors? and how many accredited?
35 non-accredited (require purchaser reps) and unlimited accredited
How long is the holding period for restricted stock under Rule 144?
6 mos (can be sold before 6 mos by filing the stock)
Under Rule 144, when is notifying the SEC by filing Form 144 to sell orders NOT required?
If selling no more than 5,000 shares AND $50k of securities
Who can be sold restricted securities under Rule 144A?
QIBs
What is the holding period for a Reg S security that is resold to a designated offshore/foreign market?
There isn’t one - resold IMMEDIATELY
When can a Reg S non-convertible debt be resold?
After 40 days
When can a Reg S equity of a reporting company/issuer be resold?
After six months