Federal Securities Acts Flashcards

2
Q

What are the key points of the 1933 Securities Act?

A

Governs Initial Public Offerings (not subsequent sales). Covers registration statements and accompanying information filed with SEC

Information must include audited financial statements & a prospectus

Note: Even if a company is exempt from registering under the 1934 Act, they still must adhere to the antifraud provisions of the Act

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3
Q

What entities are exempt from filing registration statements under the 1933 Securities Act?

A

Banks, Commercial Paper, Farmers, Co-ops, Charities, Governments

Also exempt: Securities sold in ONE state, where investors are residents, 80% of business done in one state, and resales can’t occur within 9 months to interstate parties.

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4
Q

What are the key points of the 1933 Securities Act, Regulation A?

A

Issuer can issue $5M of securities per year and be exempt if they file a notice with the SEC

Non-issuers (AKA a private individual) can sell $1.5M per year and be exempt

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5
Q

Under the 1933 Securities Act, Regulation D, what are Rules 504, 505 and 506?

A

Rule 504- Max Amount per year: $1M; Max Investors: Unlimited

Rule 505 - Max Amount per year: $5M; Max Investors: 35 Unaccredited or Unlimited Accredited

Rule 506 - Max Amount per year: Unlimited; Same as 505, but Unaccredited investors must be “sophisticated”

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6
Q

What are the registration form options under the 1933 Securities Act?

A

S-1 – Long Form or

S-2 and S-3 – Less Detailed and preferred by issuers

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7
Q

Name the securities registered under the Securities Act of 1933.

A
Stocks
Stock Options
Stock Warrants
Limited Partnership Interests - General Partnerships not allowed
Bonds
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8
Q

Who can sue under the Securities Act of 1933?

A

Purchasers of securities only

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9
Q

Name the Requirements for Accountant to be liable under the Securities Act of 1933.

A

o Damages & Material Misstatements Only

o Reliance on financial statements are not a requirement unless purchased more than a year after the security is registered

o Proving negligence is not a requirement

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10
Q

Name the Defenses of an Accountant under the Securities Act of 1933.

A

o Accountant used Due Diligence

o Accountant followed GAAP

o Damages weren’t caused by accountant’s work

o Plaintiff knew of the material misstatements

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11
Q

What does the Securities Act of 1934 govern?

A

The trading/selling of securities after the IPO

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12
Q

What reports must be filed under the Securities Act of 1934?

A

o Form 10-K Annual Report - Must be audited

o Form 10-Q Quarterly Report - Must be reviewed, but not audited

o Form 8-K - A notice of a material event, Must be filed within 4 days of event

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13
Q

Who can sue under the Securities Act of 1934?

A

Purchases and Sellers of Securities

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14
Q

Name the Requirements for an Accountant to be liable for fraud under the Securities Act of 1934.

A

Damages

Material Misstatements

Reliance on financial statements

Scienter or reckless disregard for the truth

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15
Q

What procedures must an Accountant have in place under the Securities Act of 1934?

A

Accountant must have procedures in place to:

o Determine if Going Concern is an issue

o Determine if any material related party transactions occurred

o Determine if material illegal acts occurred

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16
Q

Insider trading rules under the Securities Act of 1934 apply to which individuals?

A

Officers, Directors and 10% Owners

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17
Q

What are the Proxy Solicitation Requirements under the Securities Act of 1934?

A

o Proxy must give shareholders audited balance sheets from 2 most recent years

o Requirement holds true even if one class of stock