Question 1

Recovery of damages under Rule 10b-5 requires proof of:

Accepted Answer

A)  a purchase and sale of the same securities within six months. 
B)  scienter. 
C)  negligence. 
D)  immateriality of a statement. 
A)  a purchase and sale of the same securities within six months. 
B)  scienter. 
C)  negligence. 
D)  immateriality of a statement.

Question 2

The 1934 Securities Exchange Act requires registration of:

Accepted Answer

A)  equity securities of companies traded over the counter whose corporate assets exceed $10 million and whose equity securities include a class with 500 or more shareholders. 
B)  stock listed on local stock exchanges. 
C)  all stock sold within the U.S. 
D)  all domestic stock sold within the U.S. 
A)  equity securities of companies traded over the counter whose corporate assets exceed $10 million and whose equity securities include a class with 500 or more shareholders. 
B)  stock listed on local stock exchanges. 
C)  all stock sold within the U.S. 
D)  all domestic stock sold within the U.S.

Question 3

The Securities Exchange Act of 1934 primarily deals with secondary transactions in stock.

Accepted Answer

A) True 
 B)False

Question 4

Which of the following are exemptions for non-issuers?
A) Securities up to $1.5 million in any 12-month period if compliance with Regulation A is achieved.
B) Sales of restricted or nonrestricted securities by affiliates.
C) Resales of restricted securities acquired under Regulation D.
D) The 1933 Act offers no exemptions from registration for sales by non-issuers.

Accepted Answer

The answer of Which of the following are exemptions for...

Question 5

Which of the following would NOT be exempt from registration under the 1933 Securities Act?

Accepted Answer

A)  An offering restricted to the residents of the state in which the issuing company is organized and doing business 
B)  An offering of state securities 
C)  An offering of limited partnership interests 
D)  A private offering to sophisticated investors who will not redistribute them 
A)  An offering restricted to the residents of the state in which the issuing company is organized and doing business 
B)  An offering of state securities 
C)  An offering of limited partnership interests 
D)  A private offering to sophisticated investors who will not redistribute them

Question 6

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"?

Accepted Answer

A)  Attorneys with access to corporate records 
B)  Directors 
C)  Officers 
D)  10 percent shareholders 
A)  Attorneys with access to corporate records 
B)  Directors 
C)  Officers 
D)  10 percent shareholders

Question 7

The 1934 Act regulates tender offers and proxy solicitations.

Accepted Answer

A) True 
 B)False

Question 8

Section 16(b) differs from Rule 10b-5 in that the latter:

Accepted Answer

A)  applies to transfers within 6 months of each other. 
B)  only applies to officers, directors and 10% shareholders. 
C)  allows injured investors to recover damages on their own behalf. 
D)  All of these. 
A)  applies to transfers within 6 months of each other. 
B)  only applies to officers, directors and 10% shareholders. 
C)  allows injured investors to recover damages on their own behalf. 
D)  All of these.

Question 9

A registration statement requires all of the following EXCEPT:

Accepted Answer

A)  financial statements certified by an independent accountant. 
B)  description of the business. 
C)  description of the management. 
D)  projection of future growth potential. 
A)  financial statements certified by an independent accountant. 
B)  description of the business. 
C)  description of the management. 
D)  projection of future growth potential.

Question 10

"Restricted securities" are those that are sold pursuant to an exemption from registration.

Accepted Answer

A) True 
 B)False

Question 11

Marge wishes to raise some money to begin mass producing her prize-winning jellies and jams. She offers her neighbors a piece of her profits if they will each invest $2,000. Is the investment a "security"?

Accepted Answer

A)  Yes, since Marge will do all the work. 
B)  Yes, because her neighbors will have a security interest in the jelly. 
C)  No, since the neighbors are putting no effort into it. 
D)  No, because Marge is not issuing stock certificates. 
A)  Yes, since Marge will do all the work. 
B)  Yes, because her neighbors will have a security interest in the jelly. 
C)  No, since the neighbors are putting no effort into it. 
D)  No, because Marge is not issuing stock certificates.

Exam 43: Securities Regulation

Recovery of damages under Rule 10b-5 requires proof of:

The 1934 Securities Exchange Act requires registration of:

The Securities Exchange Act of 1934 primarily deals with secondary transactions in stock.

Which of the following would NOT be exempt from registration under the 1933 Securities Act?

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"?

The 1934 Act regulates tender offers and proxy solicitations.

Section 16(b) differs from Rule 10b-5 in that the latter:

A registration statement requires all of the following EXCEPT:

"Restricted securities" are those that are sold pursuant to an exemption from registration.

Marge wishes to raise some money to begin mass producing her prize-winning jellies and jams. She offers her neighbors a piece of her profits if they will each invest $2,000. Is the investment a "security"?

Introduction to Law

Business Ethics and the Social Responsibility of Business

Civil Dispute Resolution

Constitutional Law

Administrative Law

Criminal Law

Intentional Torts

Negligence and Strict Liability

Introduction to Contracts

Mutual Assent

Conduct Invalidating Assent

Consideration

Illegal Bargains

Contractual Capacity

Contracts in Writing

Third Parties to Contracts

Performance, Breach, and Discharge

Contract Remedies

Relationship of Principal and Agent

Relationship With Third Parties

Introduction to Sales and Leases

Performance

Transfer of Title and Risk of Loss

Products Liability: Warranties and Strict Liability in Tort

Sales Remedies

Form and Content

Transfer and Holder in Due Course

Liability of Parties

Bank Deposits, Collections, and Funds Transfers

Formation and Internal Relations of General Partnerships

Operation and Dissolution of General Partnerships

Limited Partnerships and Limited Liability Companies

Nature, Formation, and Powers

Financial Structure

Management Structure

Fundamental Changes

Secured Transactions and Suretyship

Bankruptcy

Protection of Intellectual Property

Antitrust

Consumer Protection

Employment Law

Accountants Legal Liability

Environmental Law

International Business Law

Introduction to Property, Property Insurance, Bailments, and Documents of Title

Interests in Real Property

Transfer and Control of Real Property

Trusts and Decedents Estates

the Legal Environment of Business

Contracts

Agency

Sales

Negotiable Instruments

Unincorporated Business Associations

Corporations

Debtor and Creditor Relations

Regulation of Business

Property

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