Deck 46: Securities Regulation

Question 1

Unlisted companies that have assets less than $10 million and fewer than 500 shareholders are subject to the reporting requirements of the Securities Exchange Act of 1934.

Answer 1

False

Question 2

The Sarbanes-Oxley Act of 2002 requires written certification of the 10-K and 10-Q reports by each company's CFO and CEO.

Answer 2

True

Question 3

State laws designed to protect the public from the sale of worthless stocks and bonds are known as "clear sky" laws.

Answer 3

False

Question 4

Under the United States Supreme Court's definition,an investment contract exists if the following elements are present: (1)an investment of money,(2)a common enterprise,and (3)an expectation of future profits from the efforts of others.

Question 5

Companies whose securities are listed on a national securities exchange and unlisted companies with assets in excess of $10 million and 500 or more shareholders are exempt from the reporting requirements of the Securities Exchange Act of 1934.

Question 6

The Securities Act of 1933 prohibits the offering or sale of securities to the public in interstate commerce before a registration statement has been filed with the Securities and Exchange Commission (SEC).

Question 7

A prospectus sets forth the key information contained in the registration statement.

Question 8

At least 30 days must elapse from the date of a company's filing a registration statement with the SEC to the date the registration becomes effective.

Question 9

The Securities Act of 1933 imposes civil liability for making false or misleading statements in a registration statement.

Question 10

Under SEC Rule 504 of Regulation D,an issuer can offer and sell up to $2 million in securities within a 12 month period without registration and without most of the restrictions contained in Rules 505 and 506.

Question 11

The SEC requires that annual shareholder reports be submitted to shareholders in any proxy solicitation on behalf of management.

Question 12

Exchanges,brokers,and dealers who deal in the securities traded in interstate commerce or on any national security exchange must register with the SEC unless exempted by it.

Question 13

Securities covered by the securities acts includes only investment instruments such as stocks and bonds not "investment contracts."

Question 14

Under the 1990 Remedies Act,the SEC may start administrative proceedings against any person or entity,whether regulated by the SEC or not.

Question 15

The Securities Exchange Act of 1934 is concerned with the secondary distribution of securities in the national securities markets and in the over-the-counter markets.

Question 16

All private or limited offerings of securities are exempt from the SEC registration requirements.

Question 17

The Securities Act of 1933 deals with the original distribution of securities by the issuing corporations.

Question 18

The Securities Act of 1933 requires a seller to provide a prospectus to each potential purchaser of an original issue of securities.

Question 19

Securities acquired under Rules 506,505 and 404 exemption from registration are considered restricted securities,and their resale may require registration.

Question 20

The Market Reform Act of 1990 empowers the SEC to suspend all trading when markets are excessively volatile.

Question 21

The registration process under Section 5 of the 1933 act is divided into three time periods.In order,they are:

A)waiting,prefiling,and posteffective.
B)waiting,prefiling,and executory.
C)prefiling,waiting,and posteffective.
D)prefiling,executory,and posteffective.

Question 22

In every 10b-5 situation,the plaintiff must show "reliance" on the misrepresentation and a resulting injury.

Question 23

The Litigation Reform Act of 1995 provides for joint and several liability for defendants who are found not to have knowingly committed a violation of the security laws.

Question 24

Which exemption to registration requirements exempts offerings of less than $5 million to no more than 35 nonaccredited purchasers over a 12-month period?

A)Rule 504 exemption
B)Rule 505 exemption
C)Rule 506 exemption
D)Rule 507 exemption

Question 25

Provision for exemption from the registration requirements of the Securities Act of 1933 is made for offerings made solely to accredited investors by SEC Regulation:

A)A.
B)B.
C)C.
D)D.

Question 26

An accountant who prepares any statement,opinion or other legal paper filed with the SEC with the preparer's consent is deemed to be practicing before the SEC.

Question 27

State statutes designed to protect the public from the sale of worthless stocks and bonds are called:

A)antifraud acts.
B)blue sky laws.
C)clear sky laws.
D)none of the above.

Question 28

The Insider Trading and Securities Fraud Enforcement Act of 1988 gave the SEC authority to bring an action against an individual purchasing or selling a security while in possession of material,inside information.

Question 29

Individuals who steal valuable nonpublic information in breach of a fiduciary duty to their employers and trade in securities on that information are guilty of insider trading as "misappropriators."

Question 30

Which of the following federal laws grants the SEC the power to suspend all trading when markets are excessively volatile?

A)The Trust Indenture Act of 1939
B)The Market Reform Act of 1990
C)The Investment Advisors Act of 1940
D)The Remedies Act of 1990

Question 31

A "short-swing" profit is realized by a corporate insider from selling corporate securities less than one (1)year after purchase.

Question 32

An investment contract exists if which of the following elements are present?

A)an investment of money
B)a common enterprise
C)an expectation of future profits
D)all of the above

Question 33

Federal regulation of the sale of securities is based on the:

A)Securities Act of 1933 and the Securities Exchange Act of 1934.
B)Securities Act of 1933 and the Federal Trade Act of 1936.
C)Federal Trade Act of 1936 and the Blue Sky Act of 1933.
D)Fair Stock Act of 1932 and the Investment Securities Act of 1934.

Question 34

Any shareholder owning more than five (5)percent of any class of the corporation's equity securities is statutorily defined as an insider and must file with the SEC a disclosure statement regarding such ownership and all related transactions.

Question 35

Which of the following powers is not available to the SEC pursuant to the Remedies Act?

A)The SEC may start administrative proceedings against any person or entity regulated by the SEC.
B)The SEC may start administrative proceedings against any person or entity not regulated by the SEC.
C)The SEC may order an accounting and disgorgement of ill-gotten gains.
D)All of the above powers are available to the SEC under the Remedies Act.

Question 36

Rule 10b-5 only applies to registered securities.

Question 37

A prospectus sets forth:

A)the key information contained in the registration statement.
B)information on stocks approved by the SEC.
C)information that the SEC has not reviewed.
D)none of the above.

Question 38

Under the Litigation Reform Act of 1995,issuers of forward-looking statements that were not knowingly false when made have a safe harbor from related lawsuits if appropriate cautionary language was included.

Question 39

Investors who lack inside information and have sold their stock during the relevant time period may recover damages from insiders who have made use of the undisclosed information.

Question 40

The registration requirement of the Securities Act of 1933 applies to:

A)the issuing of stocks,bonds,and other investment securities.
B)the issuing of certificates of deposit by a national bank.
C)shares issued by nonprofit corporations.
D)issues of $1.5 million or more.

Question 41

A __________ insider is someone retained by the corporation for professional services,such as an attorney,accountant,or investment banker.

A)professional
B)corporate
C)temporary
D)virtual

Question 42

A corporation may sue a director owning more than ten (10)percent of any class of corporate stock who makes a profit by selling any such stock:

A)if the sale is made more than six (6)months after the original purchase of the stock by the director.
B)only if the stock was originally acquired with fraudulent intent.
C)only if the stock was sold with fraudulent intent.
D)if the sale was made less than six (6)months after the original purchase of the stock by the director.

Question 43

An individual who receives information from an insider or temporary insider is called a:

A)tippee.
B)tipper.
C)de facto insider.
D)virtual insider.

Question 44

The Securities Exchange Act of 1934 deals with the __________ distribution of securities.

A)primary
B)secondary
C)aftermarket
D)direct

Question 45

The Litigation Reform Act of 1995 was passed because of:

A)congressional concern over an excess of frivolous private securities lawsuits.
B)the financial burdens placed on accountants and other professional advisors due to an excess of frivolous private securities lawsuits.
C)concern that the investors in a class action lawsuit have their interests fairly represented.
D)all of the above.

Question 46

SEC Rule 10b-5:

A)is the principal antifraud rule relating to the secondary distribution of securities.
B)provides that a civil action for damages may be brought by any private investor who purchased or sold a security and was injured because of false,misleading,or undisclosed information.
C)applies to all securities,whether registered or not,as long as use is made of the mail,interstate commerce,or a national stock exchange.
D)all of the above.

Question 47

An unlawful sale under the Insider Trading Sanctions Act of 1984 can result in a civil penalty of up to how many times the profit gained or loss avoided?

A)two (2)
B)three (3)
C)four (4)
D)five (5)

Question 48

Under Regulation D,Rule 506,sales may be made to:

A)an unlimited number of accredited investors
B)an unlimited number of unaccredited investors
C)no more than 500 accredited investors
D)no more than 35 unaccredited investors

Question 49

A corporation or group of investors may seek to acquire control of another corporation by offering cash for all of its shares made available for sale by a certain date.This action is called a(n):

A)cash tender offer.
B)stock redemption offer.
C)stock reclamation offer.
D)offer for value.

Question 50

Bart and his brother-in-law,Ted,owned a small corporation.Ted was basically an investor,and Bart ran the entire business.As Ted became increasingly remote from day-to-day operations,Bart began to falsify some records so that Bart could take a greater share of the profits.This continued for years with Bart mailing falsified financial statements to Ted.When Bart suddenly became ill,Ted was forced to assume a greater role in the business on a temporary basis.During this time,Ted discovered the past deceptions and sued Bart under Rule l0b-5 of the Securities Exchange Act of 1934.Bart defended on the procedural ground that the business was local and had never been involved in interstate transactions of any kind.Moreover,the corporation was not listed on any stock exchange,nor did it have assets in excess of $10 million or 500 or more shareholders.Comment on the outcome of this case.

Question 51

Mark Hubbard has been very successful in the cattle business over a number of years.Hubbard has decided to establish a cattle program as an investment tool.He will purchase cattle with investors' money and then provide medical care,feed,and transportation on a service contract basis.The profits then will be divided proportionately among the investors.An investment company,Money Ventures,Inc.,is interested in the entire offering of Hubbard's cattle program.Hubbard is unsure as to whether the securities acts apply to him.In addition,he wonders whether his venture,as structured,is exempt if the activity is within the securities acts.Should Hubbard be concerned?

Question 52

Taylor,a securities lawyer for a major Wall Street law firm,worked on numerous successful takeover bids of companies listed on the New York Stock Exchange.Prior to the public announcement of the takeover bids,Taylor provided information to Rogers (his stockbroker)and to Price (his mistress)about certain planned takeover bids on which he had provided legal services.Rogers,who was aware of the relationship between Taylor and Price,made purchases of the target companies on Rogers' and Price's behalf,netting them more than a million dollars in profits each.The SEC brings an action against Taylor,Rogers,and Price under Rule 10b-5 and the Insider Trading Sanctions Act of 1984.Taylor defends that he is an outsider not subject to the 1984 law and Rule 10b-5,and that he received no personal benefit.Rogers and Price defend that they were merely acting on stock market tips received from a person who did not personally benefit from the disclosure.Decide.

Question 53

Which of the following acts was passed to ensure that public shareholders faced with a cash tender offer would not be required to respond without sufficient information?

A)the Mann Act
B)the Robinson-Patman Act
C)the Williams Act
D)the SEC Act