S-79 Practice Exam 3 Flashcards
(79 cards)
When a customer requests access to FINRA’s rule manual, it is permissible for the firm to deliver it what way?
Provide access to the customer electronically if agreeable to the customer
If an issuer has unintentionally disclosed material nonpublic information regarding either itself or its securities, it must make public disclosure via what form?
form 8-K must be filed with the SEC within 24 hours or as soon as possible after it has become known that information was released. If the release is intentional, Regulation FD requires that the issuer make simultaneous public disclosure.
The contract between a business issuing public stock and its lead underwriter is the
Underwiter agreement
A firm’s request to delist its stock from the NYSE is effective only if
To delist its stock from the NYSE, a firm must notify the NYSE and file with the SEC. Delisting will take place if the SEC does not deny the request.
Leading economic indicators include:
Bond yields • building permits (new private housing) • industrial production rates • money supply • S&P 500 • average of weekly unemployment insurance claims • changes in business inventories
Rules against fraud, manipulation or omission in the sale of securities apply to
no securities are exempt from anti-fraud provisions, and rules against such fraudulent practices as manipulation or omission of material information apply to the sale of these securities.
At what point during an auction is the Final Bid Procedures Letter typically distributed to bidders?
During the second round after significant due diligence has been performed
The Suitability Rule applies to which types of recommended securities transactions?
The Suitability Rule applies to purchases, sales and exchanges. It is very broad in covering recommended transactions.
What is a a bond’s call schedule?
defined in a bond’s indenture lists each call date of an existing issue and the corresponding price at which the issue can be called.
Which of the following types of domestic issuers may use a free writing prospectus for offerings registered on Form S-3?
Well-known Seasoned Issuers & Seasoned Issuers
Under Regulation M, market maker activities in a security which is subject to a potential acquisition may be limited for a period of time
beginning the day proxy materials are sent to shareholders
Part (b) of the Suitability Rule requires reasonable effort to obtain customer information for all non-institutional customers, except when the investment is limited to
Money-market mutual funds
What is not a standard closing condition of an M&A deal?
Receipt of financing
What valuation methodology is not used to assess a buyer’s ability to pay in an M&A transaction
DCF
Company A enters into a definitive agreement to purchase Company B. Immediately after signing the Definitive Agreement, the two companies issue a joint press release announcing the transaction. Which of the following is true regarding this action?
The press release is a prospectus and must be filed with the SEC no later than the date of first use
How is arbitration initiated?
Filing a Submission Agreement with NAMC
What memorandum finalizes mediation proceedings
Memorandum of Understanding
What is systemic risk?
Market risk that affects most investments / can not be diversified away
When a registrant enters into a material definitive agreement, Form 8-K is required to contain which of the following information items?
1.) Terms and conditions 2.) parties involved
What type of indicator is housing starts?
Leading
In order to receive a dividend, a shareholder must own stock as of the
As of the record date
The market theory that claims that the next change in market activity has no correlation to the last change is
The random walk theory
In an M&A sale, how long does the buyer’s second round due diligence typically take until submission of a final bid?
Several weeks
A preliminary proxy kept confidential…
must be marked confidential and public communication must have been limited to a basic announcement
