Exam 21: Public and Private Offerings of Securities.

If an issuer wanted to raise $100 million,and offer her company's securities to no more than 35 unaccredited investors and an unlimited number of accredited investors,she would choose to exempt her offering under the __________ exemption.

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

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.

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?

Set forth the two principal federal acts that regulate securities transactions and issuers.Additionally,list the three beliefs federal securities laws embody as set forth in the text.Do you believe that the securities rules that are in place are sufficient to protect investors? Why or why not? Discuss fully.

The Securities Act of 1933 is also referred to as the "blue sky" law.

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

Which of the following is true regarding whether the interest of a limited partner in a limited partnership is considered a security?

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

The completion of a public offering terminates the issuer's relationship with the SEC.

Assuming requirements are met,Rule 144A permits the resale of unregistered securities to qualified:

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.

Which of the following is true regarding whether the "common enterprise" element of the SEC v.W.J.Howey Co.case requires horizontal or vertical commonality?

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

According to the __________ doctrine,a court may determine that the inclusion of sufficient cautionary statements in a prospectus renders immaterial any misrepresentations and omissions contained therein.

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?

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

CASE 21.4 Escott v.BarChris Construction Corp.(1968)dealt with the issue of due diligence as a defense in the offering process.

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

A well-seasoned issuer is a firm that either has at least $100 million public worldwide common equity float held by nonaffiliated,OR has issued an aggregate of at least $100 million of registered non-convertible debt securities in the past three years.