Deck 11: Public Corporations and Securities Regulations

Question 1

Any securities offered, sold, or delivered through any means of interstate commerce (including the U.S. Postal Service) are con- sidered to be part of a private offering.

Answer 1

False

Question 2

The Sarbanes-Oxley Act of 2002 does not pro- vide for

A) creation of the Public Company Account- ing Oversight Board.
B) limited liability for the board of directors.
C) certification of the corporation's 10-K and 10-Q by the chief executive officer and chief financial officer.
D) enhanced criminal penalties for violation of securities regulations.

Answer 2

B

Question 3

The Securities and Exchange Commission is headed by 12 elected officials, known as commissioners.

Answer 3

False

Question 4

The Securities and Exchange Commission has authority to impose disclosure requirements upon corporations that are offering securities to the public.

Question 5

The registration statement that must commonly be filed under the Securities Act of 1933 is the
A)

A) Form S-1.
B) Form
C) Form 10-1.
D) Form 10-K.

Question 6

Unlike the stock exchanges, over-the-counter markets are not subject to federal regulation.

Question 7

A securities offering to a limited number of shareholders may be exempt from the registra- tion provisions of the Securities Act of 1933.

Question 8

The Securities Act provides an exemption from registration requirements for the issuance of se- curities that does not involve a public offering.

Question 9

A(n) is a securities market that is not represented by an actual physical location, but rather by transactions that take place through a series of computer networks between broker- dealers.

A) securities exchange
B) securities network
C) broker-dealer network
D) over-the-counter market

Question 10

The trades the largest volume of
D) National Broker and Dealer Association.

Question 11

The annual report to shareholders typically does not include

A) copies of minutes of all meetings of the board of directors for the previous fiscal year.
B) corporate financial statements.
C) information concerning the business done by the corporation and its subsidiaries dur- ing the most recent fiscal year.
D) information relating to the corporation's industry segments.

Question 12

Certain corporations considered accelerated fil- ers must file their 10-K

A) before the end of their fiscal year.
B) within 120 days after the close of their fis- cal year.
C) within six months of the close of their fiscal year.
D) within 60 days after the close of their fiscal year.

Question 13

The document that must be furnished to a pro- spective purchaser of registered securities is re- ferred to as the

A) Form S-1.
B) prospectus.
C) registration statement.
D) securities disclosure statement.

Question 14

is/are not considered to be a security under the Securities and Exchange Act of 1933.

A) Powers of attorney
B) Common stock
C) require the registration of securities and the use of prospectuses for the sale of registered securities.
D) regulate the securities exchanges and over- the-counter markets.

Question 15

State laws regulating securities are often re- ferred to as

A) the 1933 State Securities Act.
B) blue sky laws.
C) red herring laws.
D) the 1934 State Securities Exchange Act.

Question 16

The Securities Act provides an exemption from the registration requirements of the Act, known as the Intrastate Offering Exemption, to issuers that sell their securities in states other than their state of domicile.

Question 17

Both the Securities Act of 1933 and the Securities Exchange Act of 1934 contain antifraud provisions.

Question 18

Annual 10-K reports must be filed with the Securities and Exchange Commission by every issuer subject to the reporting requirements of the Securities Exchange Act of 1934.

Question 19

The prospectus, which constitutes Part I of the Registration Statement, contains disclosures required by the Securities and Exchange Commission.

Question 20

The issuer of securities has the option of regis- tering the securities under the provisions of the Securities Act of 1933 or the Securities Ex- change Act of 1934.

Question 21

Only specialists for a particular stock may act as dealers for that stock on the floor of the exchange when trading securities on a stock exchange.

Question 22

When material information concerning the corporation is released, insiders must wait until the news can be widely disseminated before they buy or sell shares of equity securities of the corporation on the basis of that information.

Question 23

In recent years, the number of shares traded via NASDAQ has surpassed the number of shares traded on the New York Stock Exchange.