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Yaeger REG > Mod 24 Federal Securities Acts > Flashcards

Mod 24 Federal Securities Acts Flashcards

0
Q

What does IDANCE stand for?

A 
Intrastate Offerings
D (regulation D)
A (regulation A)
No sale transactions
Casual sales
Exempted securities
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1
Q

Neumonic

A

IDANCE

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2
Q

Intrastate offerings are exempt from ‘33 act if…3 things

A

1 issuer must be from that state and do 80% of business in that
state
2 may only be sold to residents of that state
3 resale by purchasers is restricted for 9 months to residents of that state

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3
Q

Regulation D’s 3 different exemptions

A

504, 505, 506

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4
Q

Regulation D, all 3 must notify…

A

SEC within 15 days of first sale

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5
Q

Regulation D:

Maximum Dollar Amount Exempt in 1 yr. Under 504

A

Up to $1,000,000 must be sold in 12 month period

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6
Q

Regulation D:

Solicitation under 504

A

Permitted as long as sold to accredited investors

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7
Q

Regulation D:

Type and number of investors under 504

A

Any type of investor and any number

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8
Q

Regulation D:

Disclosure under 504

A

No disclosure required

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9
Q

Regulation D:

Maximum dollar amount exempt in 1 year under 505

A

Between $1,000,000 and $5,000,000 must be sold in 12 month

period

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10
Q

Regulation D:

Solicitation under 505

A

None permitted

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11
Q

Regulation D:

Restrictions of resale under 504

A

None

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12
Q

Regulation D:

Restrictions of resale under 505

A

Must hold for long term investment- not resale 2 years or more

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13
Q

Regulation D:

Type and number of investors under 505

A

Unlimited accredited

35 or less unaccredited

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14
Q

Accredited investors 5

A 
1 banks
2 insurance companies
3 investment co.
4 officer or director of issuer
5 millionaires
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15
Q

Regulation D:

Disclosure under 505

A

Must disclose to include audited FS if 1 or more unaccredited
investors

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16
Q

Rule 506 under the JOBs Act allows…

A

General solicitation and advertising if all purchasers are accredited investors

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17
Q

Regulation D:

Maximum dollar amount exempt in 1 year under 506

A

Private placement of unlimited $ amounts may exceed 12 months

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18
Q

Regulation D:

Solicitation under 506

A

None permitted

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19
Q

Regulation D:

Restrictions of resale under 506

A

Must hold for long term investment (not resale 2 years or more)

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20
Q

Regulation D:

Type and number of investors under 506

A

Unlimited accredited investors

35 or less unaccredited investors

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21
Q

Regulation D:

Disclosure under 506

A

Must disclose to include audited FS if 1 or more unaccredited
investors

22
Q

Regulation A

A

Simplified registration is permitted for small issues up to $5 million
Within a 12 month period as long as you give them an offering circular

23
Q

No sales transactions

A

Issuer deals exclusively with existing Stockholders without

Paying a commission (dividends, splits)

24
Q

Casual sales

2) who’s not exempt?

A

By ordinary investors are exempt

2) issuer, underwriters and dealers aren’t exempt

25
Q

Exempted securities 5

Those by…

A 
1 banks
2 governments
3 common carriers
4 nonprofits
5 short term commercial paper (matures 9 months or less)
26
Q

Tender offers

A

Offer to buy stock of corporation at specified price for specified time

27
Q

Proxy solicitation

A

Must file proxy statements with SEC

and give to all investors

28
Q

Tombstone ads

A

Make known the availability of the prospectus

29
Q

Issuers cannot sell until effective date (under ‘33)

A

20 days after filing date

30
Q

Securities do not include…

A

General partnership interest or CDs

31
Q

Securities include 7

A 
1 stocks
2 bonds
3 debentures
4 stock warrants
5 stock options
6 collateral trust certificates
7 limited partnership interests
32
Q

Short swing profits:

A corporation is entitled to recover profits from an insider who…

A

Sells stock of a company within 6 months of its purchase

33
Q

Short swing profits:

Profits can be recovered are calculated by…

A

Matching highest sale price with lowest purchase price found within
Six months

34
Q

Short swing profits:

Losses cannot…

A

Cannot be used to offset these profits

35
Q

JOBS act threshold increase

A

500 unaccredited shareholders and 2,000 total shareholders

36
Q

Federal Securities Acts Statute of limitations is earlier of 2 following dates

A

1 two yrs after discovery is made of fraud

2 five years after violation of securities laws

37
Q

Form S-1

A

Basic long form registration statement

38
Q

The Dodd Frank Act created the…

A

Financial stability oversight council

39
Q

Financial stability oversight council is charged with…

A

Identifying threats to financial stability of the U.S.

40
Q

Exemptions of smaller emerging companies, what is their size? 2

A

1 Have common equity float (market cap) of less than $75 million

2 are unable to calculate their public float and have annual revenues
Of $50 million or less

41
Q

Dodd Frank Act:

The act increased the types of financial companies that could be…

A

Seized and liquidated by the FDIC to include insurance companies
And nonbank financial companies

42
Q

Dodd Frank Act:

The act requires previously exempt US and nonUS advisors of hedge funds, private equity funds and other investment vehicles to…

A

Register with SEC under the Advisors act

43
Q

Dodd Frank Act:

The act created 2

A

1 Federal Insurance Office

2 Bureau of Consumer Financial Protection

44
Q

Federal insurance office regulates…

A

Insurance companies

45
Q

Bureau of Consumer Financial Protection regulates…

A

Offering of consumer products and services (ex. Credit counseling, check cashing)

46
Q

Dodd Frank Act:

Volker Rule, prohibits any banking entity from…

A

Engaging in proprietary trading, or sponsoring investing in hedge
Fund or private equity

47
Q

JOBS Act of 2013 significantly reduced…

A

The registration and reporting requirements of emerging growth companies

48
Q

The JOBS act exempt emerging growth companies for at least…2

A

5 years of integrated audits

and Dodd Frank provisions regarding executive compensation

49
Q

A company qualifies as an emerging growth company if…2

A

1 it’s IPO was after December 8, 2012 and

2 it had less than $1 billion of total annual gross revenues during
It’s last completed fiscal year

50
Q

5% or more owners must file…

A

Background info with SEC and issuer

51
Q

Insider trading must report all…

A

Stock sales to SEC

52
Q

Insider trading applies to all…4

A

1 officers
2 directors
3 10% or more owners
4 accountants and attorneys

Yaeger REG (77 decks)

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