Ch 2 Deck 15

Question 1

Gun jumping is to ensure that everyone has

Answer 1

full disclosure and the same price

Question 2

Rule 134 communications includes communications or advertisements that include

Answer 2

simple information about the offering

Question 3

Rule 134 communications are not considered

Answer 3

a prospectus or a FWP

Question 4

A common type of Rule 134 communications is the

Answer 4

tombstone ad

Question 5

Tombstone ads do not include

Answer 5

an offer

Question 6

Rule 134 communications can include

Answer 6

Price
amount and type of securities
final maturity, interest rate, yield (fixed income secs)
Underwriters
Issuer and brief description
Description of marketing events
Expected ticker
Exchange where listed
contact info of organization sending ad

Question 7

Rule 134 communications must state

Answer 7

• where preliminary prospectus can be found
• that the securities cannot yet be sold
• that offers to buy cannot be accepted until registration date

Question 8

Rule 134 communications can solicit an offer to buy if

Answer 8

it is accompanied by a prospectus and includes a statement that no offer to buy can be accepted until after the registration statement is effective

Question 9

Rule 137 says during the registration period, research reports by non-participating broker-dealers are allowed if

Answer 9

they are about an issuer of an offering and the B-D does not receive compensation from the issuer

Question 10

Rule 138 says Research reports by participating broker dealers are allowed during the registration period if

Answer 10

the report is about a different type of security (common stock vs. non-convertible debt)

Question 11

Rule 139 says Research reports by participating broker dealer are allowed during registration period

Answer 11

if they are issuer specific reports on a WKSI or Seasoned Issuer
OR
General industry reports which include the issuer and the security but must also include other comparable companies