Question 1

A secondary offering is the subsequent offering of securities by the original issuer.

Accepted Answer

A) True 
 B)False

Question 2

Under the Sarbanes-Oxley Act discriminating against or discharging an informant

Accepted Answer

A) is punishable by a fine only. 
B) is punishable by a substantial fine or imprisonment for as long as ten years,but not both. 
C) is punishable by a substantial fine or imprisonment for as long as ten years,or both. 
D) none of the responses are correct. 
A) is punishable by a fine only. 
B) is punishable by a substantial fine or imprisonment for as long as ten years,but not both. 
C) is punishable by a substantial fine or imprisonment for as long as ten years,or both. 
D) none of the responses are correct.

Question 3

Underwriters play an important role in the public sale of securities.Describe the function of the underwriter and explain the two different types of underwriting.

Accepted Answer

A public offering of securities is typic

Question 4

Under the Securities Act of 1933,an investor may bring a private suit for damages.

Accepted Answer

A) True 
 B)False

Question 5

A company that is registered with the SEC under Section 12 the 1934 Act is commonly referred to as a ________ company.

Accepted Answer

A) listed 
B) reporting 
C) registered 
D) trading 
A) listed 
B) reporting 
C) registered 
D) trading

Question 6

Section 16 of the 1934 Securities and Exchange Act requires that ________ file ownership reports initially,when they acquire or dispose of securities,and on an annual basis.

Accepted Answer

A) executive officers 
B) directors 
C) persons holding more than 10 percent of the equity securities of a public company 
D) all of the responses are correct 
A) executive officers 
B) directors 
C) persons holding more than 10 percent of the equity securities of a public company 
D) all of the responses are correct

Question 7

The defense of no causation under the Securities Act of 1933 means that although the plaintiff lost money on a trade,that loss was not due to the defendant's conduct.

Accepted Answer

A) True 
 B)False

Question 8

Which of the following is not an enumerated defense for a violation of Section 11 of the Securities Act of 1933?

Accepted Answer

A) no reliance 
B) no causation 
C) due diligence 
D) no reasonable belief 
A) no reliance 
B) no causation 
C) due diligence 
D) no reasonable belief

Question 9

Which of the following is not required in a registration statement?

Accepted Answer

A) description of the securities being offered 
B) description of the business of the issuer 
C) five-year earnings forecast 
D) risk factors of the offering 
A) description of the securities being offered 
B) description of the business of the issuer 
C) five-year earnings forecast 
D) risk factors of the offering

Question 10

Explain the meaning and scope of the term "security" under the Securities Act of 1933.Include in your answer a discussion of the Howey test,the family resemblance test,and the sale of business test.Discuss fully.

Accepted Answer

The U.S.Supreme Court also set forth the

Question 11

Which of the following may be sued under Section 11 of the Securities Act of 1933 which provides a remedy for a person who purchases a security pursuant to a misleading registration statement?

Accepted Answer

A) The underwriters. 
B) Persons who gave their consent to be named in the registration statement as future directors. 
C) Both underwriters and persons who gave their consent to be named in the registration statement as future directors. 
D) Any officer. 
A) The underwriters. 
B) Persons who gave their consent to be named in the registration statement as future directors. 
C) Both underwriters and persons who gave their consent to be named in the registration statement as future directors. 
D) Any officer.

Question 12

The term "security," for purposes of the Securities Act of 1933,is narrowly interpreted to include only such traditional investments as a stock or a bond.

Accepted Answer

A) True 
 B)False

Question 13

The Sarbanes-Oxley Act created the Public Company Accounting Oversight Board.

Accepted Answer

A) True 
 B)False

Question 14

Section 12(a)(1)of the Securities Act of 1933 imposes liability on

Accepted Answer

A) anyone who trades on inside information. 
B) persons who offer or sell any security. 
C) persons who offer or sell a covered security without an effective registration statement. 
D) persons who buy a security without an effective registration statement. 
A) anyone who trades on inside information. 
B) persons who offer or sell any security. 
C) persons who offer or sell a covered security without an effective registration statement. 
D) persons who buy a security without an effective registration statement.

Question 15

When have courts found a general partnership interest to be a security?

Accepted Answer

Courts have found a general partnership

Question 16

Securities issued in a private placement are called ________ securities.

Accepted Answer

A) qualified 
B) private 
C) restricted 
D) shelf 
A) qualified 
B) private 
C) restricted 
D) shelf

Question 17

The Securities Act of 1933 imposes liability on anyone who controls any person liable under Section 11 or 12 of the Act.

Accepted Answer

A) True 
 B)False

Question 18

The Securities Act of 1933 requires promoters of securities offerings to register them with the Treasury Department.

Accepted Answer

A) True 
 B)False

Question 19

Shelf registration under the Securities Act of 1933 allows registration of a number of securities at one time for issuance later.

Accepted Answer

A) True 
 B)False

Question 20

Proxies give the proxy holder the right to vote the shares owned by the person who signs the proxy card.

Accepted Answer

A) True 
 B)False

Exam 22: Public and Private Offerings of Securities

A secondary offering is the subsequent offering of securities by the original issuer.

Under the Sarbanes-Oxley Act discriminating against or discharging an informant

Underwriters play an important role in the public sale of securities.Describe the function of the underwriter and explain the two different types of underwriting.

Under the Securities Act of 1933,an investor may bring a private suit for damages.

A company that is registered with the SEC under Section 12 the 1934 Act is commonly referred to as a ________ company.

Section 16 of the 1934 Securities and Exchange Act requires that ________ file ownership reports initially,when they acquire or dispose of securities,and on an annual basis.

The defense of no causation under the Securities Act of 1933 means that although the plaintiff lost money on a trade,that loss was not due to the defendant's conduct.

Which of the following is not an enumerated defense for a violation of Section 11 of the Securities Act of 1933?

Which of the following is not required in a registration statement?

Explain the meaning and scope of the term "security" under the Securities Act of 1933.Include in your answer a discussion of the Howey test,the family resemblance test,and the sale of business test.Discuss fully.

Which of the following may be sued under Section 11 of the Securities Act of 1933 which provides a remedy for a person who purchases a security pursuant to a misleading registration statement?

The term "security," for purposes of the Securities Act of 1933,is narrowly interpreted to include only such traditional investments as a stock or a bond.

The Sarbanes-Oxley Act created the Public Company Accounting Oversight Board.

Section 12(a)(1)of the Securities Act of 1933 imposes liability on

When have courts found a general partnership interest to be a security?

Securities issued in a private placement are called ________ securities.

The Securities Act of 1933 imposes liability on anyone who controls any person liable under Section 11 or 12 of the Act.

The Securities Act of 1933 requires promoters of securities offerings to register them with the Treasury Department.

Shelf registration under the Securities Act of 1933 allows registration of a number of securities at one time for issuance later.

Proxies give the proxy holder the right to vote the shares owned by the person who signs the proxy card.

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