R5 - Securities Regulation Flashcards Preview

REG Section - CPA Exam > R5 - Securities Regulation > Flashcards

Flashcards in R5 - Securities Regulation Deck (14):
1

What does the Securities Act of 1933 address?

The original issuances of securities

2

What does the Securities Exchange Act of 1934 address?

The purchases and sales of securities after initial issuance

3

What is the purpose of the Securities Act of 1933?

To provide investors with sufficient investment information

4

Which types of securities are exempt from registration with the SEC?

BRINGS
Banks
Railroads
Insurance policies
Non-profits
Government
Short-term commercial paper (9 mos or less)

5

What are the dollar limits under Regulation D for offerings?

Rule 504 - $1m
Rule 505 - $5m
Rule 506 - $unlimited

6

According to the Securities Exchange Act of 1933, which two types of companies must register their securities?

1) Shares are traded on an national exchange
2) Have more than $10m in assets or 2,000 shareholders (500 unaccredited)

7

Which form is required to be filed within 4 days of any major change in the company?

Form 8-K

8

What are the reporting requirements to the SEC under the Securities Exchange Act of 1934?

5% TIP
5% or more owners
Tender offers
Insiders
Proxy solicitations/statements

9

What is the limit for Regulation A (partial exemption) offerings?

$5m in a 12 month period

10

A preliminary prospectus, permitted under SEC Regulations, is known as what?

A red-herring prospectus

11

Which 2 documents are required to be filed under a Regulation A offering?

An offering statement and circular

12

T/F: Intrastate securities offerings are exempt from the registration requirements of the Securities Act of 1933

True; however, the securities are subject to state law (blue-sky law)

13

Under Regulation D of the Securities Act of 1933, what is the maximum time period during which an exempt offering may be made?

12 months

14

T/F: If an issuer sells a security and fails to meet certain disclosure requirements, the purchaser may sell it back to the issuer and recover the price paid

True; a purchaser has a right to rescind under section 12 of the 1933 Act if the issuer fails to meet disclosure requirements