Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

sec reg statutes COPY > Gun Jumping Rules > Flashcards

Gun Jumping Rules Flashcards

1
Q

SA §5(a)

A

No sales until effective. Unless a registration statement is in effect
as to a security, it shall be unlawful for any
person, directly or indirectly
(1) to … sell [a] security through the use or
medium of any prospectus or
otherwise; or
(2) to carry … in interstate commerce …
any … security for the purpose of sale
or for delivery after sale.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

SA §5(c)

A 
No offers in prefiling. It shall be unlawful for any person ...
to offer to sell or offer to buy ... any
security, unless a registration
statement has been filed as to such
security ...
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

SA §10(b)

A

Preliminary Prospectus

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

SA §5(b)(1)-(2)

A

Final prospectus must accompany in post-effective period

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

SA §10(a)

A

final prospectus

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

SA §2(a)(3)

A

What is an offer?The term “offer to sell”, “offer for sale”, or “offer”
shall include every attempt or offer to dispose of,
or solicitation of an offer to buy, a security or
interest in a security, for value. …shall not include preliminary negotiations or
agreements between an issuer … and any underwriter
or among underwriters who are or are to be in privity of
contract with an issuer …

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Rule 405

A

definitions

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Rule 433(e)

A

hyperlinks can be an offer

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Rule 163

A

lasts until filing of registration statement. – communications prior to the filing of the
registration statement by well-known seasoned issuers.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Rule 163A

A

Lasts until filing of registration statment.(a) Exemption for purposes of § 5(c)
>30 days prior to filing
Does not reference the securities offering
Issuer takes reasonable steps to prevent further dist.
(b) Excluded communications
(c) Underwriter communication excluded

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Rule 168

A

lasts entire time. Exemption for purposes of § 2(a)(10) and 5(c)
For Exchange Act reporting issuers only (domestic)
(b)(1) Factual business information definition
(b)(2) Forward-looking information definition
(b)(3) Underwriter communication excluded
(c) Not part of offering activities in the registered offering, i.e. no ref to the offering

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

Rule 169

A

Lasts entire time. a) Exemption for purposes of § 2(a)(10) and 5(c)

(b) (1) Factual business information definition
(b) (2) Underwriter communication excluded
(c) Not part of offering activities in the registered offering

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Rule 163(b)(1)

A

wksi offer sent in prefiling must have a legend.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Rule 163(b)(2)

A

wksi offer sent in prefiling must be field

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Rule 163 (c)

A

UW communication excluded from exemption for wksi offer sent in prefiling

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

SA §5(b)(1)

A 
Preliminary prospectus. It shall be unlawful for any person
(1) to ... transmit any prospectus
relating to any security with respect to
which a registration statement has
been filed under this title, unless such
prospectus meets the requirements of
section 10;
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

SA §2(a)(10)

A

definition of prospectus The term “prospectus” means any prospectus, notice,
circular, advertisement, letter, or communication, written
or by radio or television, which offers any security for
sale….

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

Rule 405 definition of FWP

A

Except as otherwise specifically provided or the context otherwise
requires, a free writing prospectus is any written communication as
defined in this section that constitutes an offer to sell or a solicitation of an
offer to buy the securities relating to a registered offering that is used after
the registration statement in respect of the offering is filed (or, in the case
of a well-known seasoned issuer, whether or not such registration
statement is filed) and is made by means other than:
(1) A prospectus satisfying the requirements of section 10(a) of the Act,
Rule 430, Rule 430A, Rule 430B, Rule 430C, or Rule 431 [e.g.,
statutory prospectuses];

(3) A written communication that constitutes an offer to sell or solicitation
of an offer to buy such securities that falls within the exception from the
definition of prospectus in clause (a) of section 2(a)(10) of the Act
[traditional free writing

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Rule 433(a)

A

Permissible FWPs. Such a free writing prospectus that satisfies the
conditions of this section will be a prospectus
permitted under section 10(b) of the Act for
purposes of sections 2(a)(10), 5(b)(1), and 5(b)(2)
of the Act and will, for purposes of considering it a
prospectus, be deemed to be public….”

20
Q

Rule 164(b) and (c) `

A

forgiveness if you fail legending (164(c)) and filing (164(b)) under R 433

21
Q

Rule 164(a)

A

a 433 prospecus is a §10(b) prospectus

22
Q

Rule 433(d)

A

FWP must be filed with SEC no later than first use

23
Q

433(g)

A

3 year record retention of not filed

24
Q

433(c)

A

no info conflicting w RS + peridoic reporting and must have legend

25
Q

433(b)

A

Nonreporting and unseasoned must file and accompany or precede. Seasoned/ WKSI must have filed

26
Q

433(d)(1)(i)

A

Issuer filing requirement of FWP. If FWP by offering participant that includes issuer information, issuer must file.

27
Q

433(d)(1)(ii)

A

If broad and unrestricted dissemination filing by offering participatn requireed

28
Q

433(f)

A

Media FWP is that which there is no payment and filed by issuer or offering participant within 4 days of becoming aware. No 433(b)(2)(i) accompaniement requrirement. 433(c)(2) legend and 433(d) filing reqs deemed met

29
Q

433 generally

A

(b) prospectus delivery (c) information/ legend (d) filing (f) Media FWP (g) record retention

30
Q

433(h)(5)

A

definition of bona fide electronic road show. must have one or more officers or others in management. if more than one road show,

31
Q

433(d)(8)

A

(i) for reporting issuers, as long as available online, no filing required, just retention of records. (ii) if electronic road show is not bona fide, filing requried. if it is bona fide no filing required

32
Q

Rule 473

A

every time you amend the rs it resets the registration date

33
Q

SA §8(b)

A

refusal order prior to effective date if RS is on its face incomplete or inaccurate

34
Q

SA §8(d)

A

stop order suspending effectiveness. SEC never does in time bc it requires notice and hearing §8(e) SEC investigatory powers relating to it

35
Q

Rule 430(a)

A

§10b prospectus that is same as 10a prospectus not including price, valid until effective date

36
Q

Rule 430A

A 
valid 10(a) prospectus but only for 2 days since price determined or used. 430A allows issuer to sell omitting price-related information
allows companies to set prices right before selling, not waiting to print and send to SEC
must include omitted info. within 2 days after earlier of: price determined or used R.424(b)(1) 
not necessary today bc now its easy to send a document immediately to the SEC
37
Q

SA §2(a)(10)(a)

A

definition of prospectus in post effective period excludes: (a) a communication sent or given after the effective
date of the registration statement (other than a
prospectus permitted under subsection 10(b)) shall
not be deemed a prospectus if it is proved that prior
to or at the same time with such communication a
written prospectus meeting the requirements of
subsection 10(a) at the time of such communication
was sent or given to the person to whom the
communication was made,

38
Q

SA §4(a)(3) exemptions for dealers

A

[The provisions of section 5 shall not apply to] transactions
by a dealer (including an underwriter no longer acting as an
underwriter in respect of the security involved in such
transaction), except …
(B)transactions in a security as to which a registration
statement has been filed taking place prior to the
expiration of forty days after the effective date of
such registration statement … or such shorter period
as the Commission may specify . . . and
(C)transactions as to securities constituting the whole or
a part of an unsold allotment to or subscription by
such dealer as a participant in the distribution …

39
Q

Rule 174 modification of §4(a)(3) exemption

A

The obligations of a dealer to deliver a prospectus in transactions in
a security as to which a registration statement has been filed …
shall be subject to the following provisions: … .
(b) No prospectus need be delivered if the issuer is subject,
immediately prior to the time of filing the registration
statement, [to 1934 Act reporting requirements]; … .
(d) If (1) the registration statement relates to the security of an
issuer that is not subject [to 1934 Act reporting requirements],
immediately prior to the time of filing the registration statement
… , and (2) as of the offering date, the security is listed on [an
exchange], no prospectus need be delivered after the
expiration of twenty-five calendar days after the offering date.

40
Q

SA §4(a)(3) and Rule 174 together

A

Non participating dealers EXEMPT IF SELING AFTER THE FOLLOWING TIME PERIODS HAVE PASSED o Most common
• IPO on a national exchange : 25 days
• Issuer already public reporting co: 0 days (delivery not required immediately after filing)
• dealer can rely on the issuer filing
o Less Common
• IPO not on a national exchange: 90 days
• Seasoned offering by a nonpublic co: (co that did IPO in the past, went private and now doing new public offering): 40 days

41
Q

Rule 172 (a) -(c)

A

(a) applies to WCSs
(c) conditions no 8(d), (e) action and §10(a) must be filed
* * only an issue if §4(a)(3)/ 174 prospectus delivery period applies ** does not apply to §2(a)(10)(a) FWPs for ex.

42
Q

173(a)

A

a transaction that represents a sale by the
issuer or an underwriter, or a sale where there is not an
exclusion … pursuant to section 4(a)(3) of the Act or Rule 174,
each underwriter or dealer selling in such transaction shall
provide to each purchaser from it … a notice to the effect that
the sale was made pursuant to a registration statement or in a
transaction in which a final prospectus would have been
required to have been delivered in the absence of Rule 172

43
Q

173(e)

A

Notice is exempt from §5(b)(1)

44
Q

SA §4(a)(4)

A

Section 5 does not apply to:
“brokers’ transactions executed upon
customers’ orders on any exchange or in the counter
market but not the solicitation of such
orders.” unsolicited brokers are exempted

45
Q

Rule 424(b)(3)

A

non-shelf updating For fundamental events, must amend the RS no more than 5 days after the event. or can do through a prospectus amendment if non fundamental but still material.

sec reg statutes COPY (10 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions