Timings and Limits

Question 1

An issuer performing a 10b-18 buyback can buy at?

Answer 1

Greater of last transaction or highest independent bid

Question 2

SAR must be filed within how many days?

Answer 2

30

Question 3

How many days before meeting must definitive annual/special proxy be sent?

Answer 3

At least 20 calendar days. If making available by Internet, 40 calendar days

Question 4

How many days prior to sending the definitive proxy to shareholders must prelim proxy be filed with SEC?

Answer 4

At least 10 calendar

Question 5

When must a preliminary proxy be filed with SEC?

Answer 5

No later than the date first sent to shareholders

Question 6

When must a FWP be filed with SEC?

Answer 6

No later than the date it is used

Question 7

After how many days do financial statements become stale?

Answer 7

134 days (non WKSI)
129 days (WKSI)

Question 8

Period during which a 147 (intrastate) security cannot be sold outside the state?

Answer 8

Nine months

Question 9

Regulation A+ offerings limit over a 12 month period?

Answer 9

$50m (no more than $15m / 30% secondary) – exempt transactions for small businesses

Question 10

Qualification for accredited investor?

Answer 10

$1m net worth, or $200k annual income in each of last two years ($300k for a couple)

Question 11

Final settlement of a syndicate account must occur within how many days?

Answer 11

90 days

Question 12

Additional number of shares issued under a Green Shoe Clause

Answer 12

15%

Question 13

Proportion of BOD who must be independent to list on NYSE or Nasdaq?

Answer 13

Majority

Question 14

Maximum number of shareholders in an S Corp?

Answer 14

100

Question 15

Period of time Net Operating Losses can be used?

Answer 15

Back 2 years, forward 20 years

Question 16

Filing period for a U5 on termination of an RR?

Answer 16

Within 30 days

Question 17

Filing of an 8-K on any material event affecting issuer’s condition?

Answer 17

Within 4 business days

Question 18

Filing period for F3 when achieving insider status?

Answer 18

Within 10 calendar days (owning >10% of voting securities)

Question 19

Filing period for F4 on any changes in position of an insider?

Answer 19

Within 2 business days

Question 20

Filing period for Schedule 13D when anyone acquires more than 5%?

Answer 20

Within 10 days (a 13G can be used by an institutional investor with no intent on control – 13G also filed within 45 days of end of year)

Question 21

Qualification for use of Form S-3 (Short Form Registration)?

Answer 21

Reporting company for at least 12 months and have $75mm public float (voting and nonvoting common)

Question 22

Period a Tender Offer must be kept open for?

Answer 22

20 business days (if amended 10 business days from amendment, subject to 20 business days minimum)

Question 23

Purchase volume restriction in the safe harbor of Rule 10b-19 (buybacks)?

Answer 23

25% of ADTV over last four weeks (use only one BD, no purchases on opening of trading or end of day)

Question 24

Qualification limits for a Rule 147 Intrastate offering?

Answer 24

80% of assets in state, 80% of revenues in state, 80% of proceeds of issue used in state, ALL investors from state

Question 25

Reg S offerings cannot be resold within US for...

Answer 25

Debt: 40 days Equities: One year

Question 26

Number of non-acc investors in a Reg D?

Answer 26

No more than 35

Question 27

Section 4(5) private placement registration exemption?

Answer 27

No more than $5m, no advertising or public solicitation, only sold to accredited investors

Question 28

Reg D Private Placement Limits:

Answer 28

Rule 504: $1m, anyone Rule 505: $5m, Max 35 Non-Acc Rule 506: unlimited, Max 35 Non-Acc

Question 29

Resale restrictions on Control (or Restricted held by a control person):

Answer 29

Over 90 days, greater of 1% outstanding shares OR AWTV over prior four weeks

Question 30

Exemption on notifying SEC for Rule 144 sales of Control (or Restricted held by control person):

Answer 30

Sale <5000 shares or $ value < $50k

Question 31

Reg M Rule 101/102 restricted period around an offering?

Answer 31

1 or 5 days prior to pricing, ending on completion of the distribution (5 days where Public Float less than $25m and ADTV less than $100k; 1 day where Public Float $25-150mm and ADTV at least $100k)

Question 32

Rule 103 Passive Market Making is permitted when...

Answer 32

At least one independent MM; PSMM may not big higher than highest independent bid; PSMM DPL greater of 30% of its ADTV or 200 shares

Question 33

Limits on Rule 104 stabilising bids?

Answer 33

Lower of public offering or the highest bid in principal market (only one syndicate member may stabilise)

Question 34

Rule 105 restriction on short selling and new issues?

Answer 34

Cannot purchase new issue if short position executed within five days prior to pricing. Bona fide exemption if unaware and close out short position one day prior.

Question 35

Registration timeline

Answer 35

Pre-Reg: no comms 30 days prior; Filing – 20 day cooling off period; Effective date – final statutory prospectus delivered

Question 36

Aftermarket prospectus requirements?

Answer 36

Exchange listed IPO: 25 days Not listed Not IPO: 40 days Not listed IPO: 90 days

Question 37

WKSI requirement

Answer 37

Eligible to use S3 | Float of $700m common OR $1bn of nonconvertible debt

Question 38

Definition of Emerging Growth Company (ref equity research blackout periods)

Answer 38

Revenue of less than $1bn

Question 39

Equity Research Blackout Periods

Answer 39

IPO: 10 calendar days post effective date | Follow-on: manager only, 3 calendar days post effective date

Question 40

Qualification as a REIT?

Answer 40

At least 75% in real estate activities; unlimited shareholders; distributes 90% of income (REIT not taxed, shareholders receive dividends taxed as ordinary income); pass through income but not losses

Question 41

Currency Transaction Report filing deadline?

Answer 41

15 days

Question 42

Conducting business in a country on OFAC list?

Answer 42

Notify law enforcement within 10 business days

Question 43

IRC 280G golden parachute limit?

Answer 43

3x average annualised 5-year salary (above this level, company loses tax deductibility and individual faces 20% excise tax)

Question 44

Period during which UW, selling holder or issuer may request a hearing on SEC order suspending a Reg A exemption?

Answer 44

30 days – otherwise the ruling becomes permanent | If requested, must be heard within 20 calendar days

Question 45

Number of prospectuses to be filed with SEC?

Answer 45

Prelim (prior to effective date): 5 | Post-effective date (final): 10

Question 46

Limits on stabilising bids?

Answer 46

Never higher than offer price If traded: last independent transaction, so long as current independent bid is higher If no trades: no higher than last independent bid

Question 47

Complaints must be held for how many years?

Answer 47

Four

Question 48

Number of copies of prospectus to be filed with SEC?

Answer 48

Preliminary (prior to effective date): 5 | Final (post effective date): 10

Question 49

How many days after filing does a Registration Statement typically become effective?

Answer 49

20 calendar days

Question 50

Holding period for restricted shares under 144?

Answer 50

Six months, unless non-reporting, when it's one year

Question 51

Typical lockup periods in an IPO?

Answer 51

180 days, although this is not statutory. 144 restrictions on volume may still apply after this

Question 52

Listing requirements for NYSE?

Answer 52

``` – 400 US round lot shareholders – >1.1m outstanding shares – Market value public shares >$100m ($40m for spinout) – $4 stock price at time of listing – One of several financial tests ```

Question 53

Duration of shelf registration?

Answer 53

S3 / F3 – three years | S1 – two years