Exam 21: Public and Private Offerings of Securities

A key step in preparing the registration statement is the process of ________,whereby the company,the underwriters,and their respective counsel assemble and review the information about the company in the registration statement.

The Securities Act of 1934 requires continuous disclosure of certain information regarding publicly traded securities.

Set forth the difference between firm commitment underwriting and best-efforts underwriting.

Which of the following is not part of the Howey test?

A prospectus is a selling document as well as a disclosure document.

Seasoned issuers may make automatic shelf registration offerings which are effective immediately on filing a registration statement with the SEC.

Which of the following is not an accredited investor under Rule 501?

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

Discuss when a promissory note will be considered a security including a detailed discussion of the family resemblance test.

Which of the following activities are not regulated by the 1934 Act?

Mere promotion of a security makes a person a seller and,therefore,liable under section 5 of the 1933 Act based upon the sale of a security without an effective registration statement or by means of a noncomplying prospectus.

A ________ offering of securities is a subsequent offering by a person other than the issuer.

To which of the following is an entrepreneur likely referring when using the term "angel" in reference to an investment plan?

Because of the complexity of federal securities laws,a recognized defense to a charge of violation of federal securities laws is ignorance of the specific law or laws involved.

The ________ is the private offering counterpart to the prospectus.

A company that decides to abandon a proposed public offering due,for example,to a lack of investor interest,must wait at least eighteen months before shifting to a private offering.

Explain the scope and purpose of Section 11 of the Securities Act of 1933 regarding misleading registration statements. What is the state of mind required in order to establish a violation of Section 11?

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

The SEC has the statutory authority to approve or disapprove an offering on its merits.

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