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Flashcards in Mod 24 Federal Securities Acts Deck (53):
0

Neumonic

IDANCE

1

What does IDANCE stand for?

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

2

Intrastate offerings are exempt from '33 act if...3 things

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

3

Regulation D's 3 different exemptions

504, 505, 506

4

Regulation D, all 3 must notify...

SEC within 15 days of first sale

5

Regulation D:

Maximum Dollar Amount Exempt in 1 yr. Under 504

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

6

Regulation D:

Solicitation under 504

Permitted as long as sold to accredited investors

7

Regulation D:

Type and number of investors under 504

Any type of investor and any number

8

Regulation D:

Disclosure under 504

No disclosure required

9

Regulation D:

Maximum dollar amount exempt in 1 year under 505

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

10

Regulation D:

Solicitation under 505

None permitted

11

Regulation D:

Restrictions of resale under 504

None

12

Regulation D:

Restrictions of resale under 505

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

13

Regulation D:

Type and number of investors under 505

Unlimited accredited

35 or less unaccredited

14

Accredited investors 5

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

15

Regulation D:

Disclosure under 505

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

16

Rule 506 under the JOBs Act allows...

General solicitation and advertising if all purchasers are accredited investors

17

Regulation D:

Maximum dollar amount exempt in 1 year under 506

Private placement of unlimited $ amounts may exceed 12 months

18

Regulation D:

Solicitation under 506

None permitted

19

Regulation D:

Restrictions of resale under 506

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

20

Regulation D:

Type and number of investors under 506

Unlimited accredited investors

35 or less unaccredited investors

21

Regulation D:

Disclosure under 506

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

22

Regulation 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

No sales transactions

Issuer deals exclusively with existing Stockholders without
Paying a commission (dividends, splits)

24

Casual sales

2) who's not exempt?

By ordinary investors are exempt

2) issuer, underwriters and dealers aren't exempt

25

Exempted securities 5

Those by...

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

26

Tender offers

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

27

Proxy solicitation

Must file proxy statements with SEC

and give to all investors

28

Tombstone ads

Make known the availability of the prospectus

29

Issuers cannot sell until effective date (under '33)

20 days after filing date

30

Securities do not include...

General partnership interest or CDs

31

Securities include 7

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

32

Short swing profits:

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

Sells stock of a company within 6 months of its purchase

33

Short swing profits:

Profits can be recovered are calculated by...

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

34

Short swing profits:

Losses cannot...

Cannot be used to offset these profits

35

JOBS act threshold increase

500 unaccredited shareholders and 2,000 total shareholders

36

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

1 two yrs after discovery is made of fraud

2 five years after violation of securities laws

37

Form S-1

Basic long form registration statement

38

The Dodd Frank Act created the...

Financial stability oversight council

39

Financial stability oversight council is charged with...

Identifying threats to financial stability of the U.S.

40

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

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

Dodd Frank Act:

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

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

42

Dodd Frank Act:

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

Register with SEC under the Advisors act

43

Dodd Frank Act:

The act created 2

1 Federal Insurance Office

2 Bureau of Consumer Financial Protection

44

Federal insurance office regulates...

Insurance companies

45

Bureau of Consumer Financial Protection regulates...

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

46

Dodd Frank Act:

Volker Rule, prohibits any banking entity from...

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

47

JOBS Act of 2013 significantly reduced...

The registration and reporting requirements of emerging growth companies

48

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

5 years of integrated audits

and Dodd Frank provisions regarding executive compensation

49

A company qualifies as an emerging growth company if...2

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

5% or more owners must file...

Background info with SEC and issuer

51

Insider trading must report all...

Stock sales to SEC

52

Insider trading applies to all...4

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

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