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Yaeger REG > Mod 24 Federal Securities Acts > Flashcards

Mod 24 Federal Securities Acts Flashcards

(53 cards)

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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

Study These Flashcards
A

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

22
Q

Regulation A

Study These Flashcards
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

Study These Flashcards
A

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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