1 - Capital Market Activities: Securities Registration, Underwriting, and Exemptions Flashcards Preview

Series 79 Top-Off Exam > 1 - Capital Market Activities: Securities Registration, Underwriting, and Exemptions > Flashcards

Flashcards in 1 - Capital Market Activities: Securities Registration, Underwriting, and Exemptions Deck (232)
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1

Quiet period for a syndicate manager's research analyst to initiate research following an IPO

10 days after the effective date

2

Quiet period for a syndicate member's research analyst following an IPO

10 days after the effective date

3

Quiet period for a syndicate manager's research analyst following an additional offering

3 days after the effective date

4

SEC Form S-1

Long form registration statement, typically for IPOs

5

SEC Form S-3

Short form registration statement, typically for follow-on offerings

6

SEC Form S-4

Exchange offer registration statement, for mergers, acquisitions or refinancings

7

SEC Form F-6

American Depository Receipt (ADR) registration statement

8

SEC Form S-8

Registration statement for securities issued to employees through employee benefit plans

9

SEC Form S-11

Registration statement for REITs

10

Automatic Shelf Registration

Available only for Well-Known Seasoned Issuers (WKSIs). Effective immediately without SEC review.

11

Definition of a shelf registration

Allows an issuer to sell securities on a delayed or continuous basis at various times and prices

12

Definition of a Well Known Seasoned Issuer (WKSI)

Either has $700mm non-affiliate market cap or has issued $1bn in non-convertible debt over the last three years. Also must be an SEC filer for at least the previous year.

13

Definition of a Seasoned Issuer

Minimum of $75mm non-affiliate market cap and must be an SEC filer for at least the previous year

14

Definition of a Unseasoned Issuer

Has less than a $75mm non-affiliate market cap or has not been an SEC filer for at least one year

15

Definition of a Non-Reporting Issuer

Issuer not required to file financial reports with the SEC. Example would be a private company registering an IPO.

16

Definition of an Ineligible Issuer

Company which has been in bankruptcy within the last three years or is not current with their SEC filings; also blank check companies; shell companies and penny stock issuers

17

Definition of a Blank Check Company

A company with no business plan and no immediate intention to use the proceeds, other than a potential future acquisition. Examples include Special Purpose Acquisition Companies (SPACs) and Business Development Companies (BDCs).

18

Filing deadline for a schedule 8K

Within four business days of the event for all issuers

19

Sarbanes-Oxley requirements for a public company Board of Directors

Majority of a company's Board of Directors must be independent directors

20

Sarbanes-Oxley requirements for a public company Audit Committee

All directors on a company's audit committee must be independent directors, and the company must disclose if there is a financial expert on the audit committee

21

Requirements for favorable tax treatment for REITs

Real Estate Investment Trusts must invest 75% of their assets in real estate and must pass through 90% of net income to investors to qualify for favorable tax treatment.

22

General Partner in a Limited Partnership

Manages day-to-day operations, potentially has unlimited liability

23

Limited Partner in a Limited Partnership

Silent partner, has limited liability

24

Percentage of net investment income that a REIT must distribute to avoid corporate taxation

90%

25

The minimum percentage of investment assets that a REIT must invest in real estate

75%

26

The minimum percentage of gross income that a REIT must derive from rents or mortgage interest

75%

27

Pools of real estate assets that pass through real estate income but not losses

REIT (Real Estate Investment Trust)

28

Requires registration of new issues; regulates primary market activity

Securities Act of 1933

29

Regulates secondary market activity; requires registration of broker-dealers

Securities Exchange Act of 1934

30

Created the SEC

Securities Exchange Act of 1934