Exam 43: Securities Regulation

Under SEC requirements adopted in 2010,disclosure of any directorships held by each director and nominee at any time during the past seven years at any public company or registered investment company must be made to shareholders.

The 2008 amendments to the SEC rules define a small business issuer as a noninvestment company whose annual revenues total less than $1 million.

Registration calls for disclosure of which of the following?

A "private placement" involves no public offering and is exempt from registration.

The 1934 Securities Exchange Act requires certain disclosure during a tender offer.Which of the following best describes this requirement?

Which of the following would ordinarily NOT be considered a security under the federal securities laws?

The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 gives the SEC power to issue cease and desist orders and to impose criminal fines up to $1 million.

The definition of "insider" is clearly and consistently defined in both Rule 10b-5 and Section 16(b)of the 1934 Act.

The exemption from registration for transactions not involving any public offering is the so-called private placement provision found in Section 4(2)of the Act and SEC Rule:

Which of the following is correct about the sanctions and penalties under the 1934 Act,as amended?

Section 16(b)of the 1934 Securities Exchange Act deals with short-swing profits of "insiders." For purposes of the section,which of the following are not "insiders"?

Registration requirements are the same under the 1933 and 1934 Acts.

David is a director on a board of a corporation that is covered by the federal securities laws.He buys 1,000 shares of stock in the corporation based upon information he has received as a director.The purchase is:

Under Regulation A,as amended in 1992,an issuer may make offers upon filing the offering statement but may make sales only after the SEC has qualified the statement.

In 1992,the SEC issued new rules tightening the registration and reporting system for small business issuers,which increase the cost for such issuers wishing to trade their securities publicly.

Under Regulation A,as amended in 1992,issuers may use a simple question-and-answer disclosure document.

The Securities and Exchange Commission (SEC)consists of nine commissioners.

Which of the following are exemptions for non-issuers?

The Klodhoffer Corporation has assets amounting to $2 million and needs additional capital to finance expansion of its marketing operation.The board of directors decides to promote an issue of $500,000 of common stock in order to raise capital.At the time the stock is issued,Klodhoffer has 250 shareholders owning common stock.If Klodhoffer is to trade the stock over the counter,does it need to register with the SEC?

Insider trading rules apply to: