Ch2 Deck 17 Flashcards

1
Q

FINRA rule 5121 states that when a member firm participates in a public offering of its own securities, all of the offering proceeds

A

must be placed in an escrow account until the member firm has complied with net capital requirements

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2
Q

FINRA rule 5121 requires member firms participating in public offerings of their own securities they must disclose

A
  1. a date by which the offering is reasonably expected to be completed
  2. terms upon which proceeds will be released from escrow
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3
Q

FINRA rule 5121 prohibits a member firm with a conflict of interest from participating in a public offering unless

A

One of the following is true:

  1. QIU participates in offering
  2. Member firm primarily responsible does not have a conflict or affiliation with conflicted firm
  3. offered securities are exchange-listed
  4. offered securities are investment grade rated
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4
Q

Under FINRA rule 5121, if a member firm with a conflict of interest is using the exemption to participate by having a QIU participate, then

A
  1. name and role of QIU must be disclosed
  2. QIU must prepare registration, prospectus
  3. QIU assists in distribution
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5
Q

When unseasoned issuers file a registration statement their financial statements are considered outdated if they are more than

A

135 days old at time of filing

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6
Q

When accelerated filers and large accelerated filers file registration statements, their financial statements are considered outdated if they are more than

A

130 days old at time of filing

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7
Q

Sale of securities in a private offering of a member’s own securities

A

member private offering

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8
Q

Conditions for making a member private offering

A
  1. Provide PPM or term sheet to each investor with disclosures
  2. file PPM with FINRA prior to giving to investors
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9
Q

With any private offering (D) proceeds must be used for

A

at least 85% of offering proceeds must be used for business purposes

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10
Q

Member private offerings require disclosure in PPM or term sheet of

A

intended use of proceeds
offering expenses
selling compensation for syndicate members

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11
Q

In a member private placement, amendments to PPM or term sheet must be filed

A

with FINRA within 10 days of providing to investors

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12
Q

Member private offerings are exempt from special restrictions on PPM disclosures and distribution if they are sold to

A
institutional accounts
qualified purchasers
QIB's
investment companies
banks
exempted securities
restricted securities
offshore regulation S offerings
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13
Q

Generic advertisements are those that

A

do not directly reference individual securities

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14
Q

Section 4(2) of the securities act covers

A

exempt private transactions

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15
Q

A section 4(2) exempt private transaction can only be made by a buyer with

A

knowledge and experience (sophisticated investor)

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16
Q

A section 4(2) exempt private transaction requires that the investor be given

A

information normally provided in a prospectus (rather than a prospectus itself necessarily)

17
Q

A section 4(2) exempt private transaction requires that the investor agree to not

A

resell or distribute the securities to the public

18
Q

When must the lead underwriter of an IPO notify NASDAQ of the issuer’s public offering price?

A

by 6:45 PM the day before trading in the IPO stock will begin

19
Q

Records used to verify the identity of a customer must be kept for

A

5 years

20
Q

Suspicious activity reports must be kept for

A

5 years

21
Q

monetary instrument logs must be kept for

A

5 years

22
Q

OATS records need to be kept for

A

3 years

23
Q

Customer complaints need to be kept for

A

4 years

24
Q

Customer complaints to municipal securities dealers must be kept for

A

6 years

25
Q

New account forms must be kept for

A

6 years after the closing of a contract

26
Q

The third market is a negotiated OTC market that trades

A

listed securities

27
Q

A broker-dealer sale of exchange listed securities over the counter is called

A

the third market

28
Q

The trading of exchange-listed securities between institutions on a private over-the-counter computer network

A

the fourth market (allows institutions to avoid brokerage fees)

29
Q

Securities act 1934 section 12 requires registration of a security on an exchange before trading. Which security is exempt?

A

futures