Exam 18: Governance and Regulation: Securities Law

Director X of the ABC Corporation,listed on the NYSE,has engaged in the following transactions in ABC's stock: January 1,2017 -purchased 300 shares of ABC stock for $30 per share January 15,2017- sold 300 shares of ABC stock for $35 per share January 30,2017 -purchased 300 shares of ABC stock for $25 February 3,2017 -sold 300 shares of ABC stock for $20 Which of the following is correct? ​

An accredited investor includes any corporation.

Shelf registration is good for a maximum of two years,provided there are regular filings such as the 10-K.

Who would be a tippee for purposes of insider trading?

Which of the following were created as part of the JOBS act?​

Publicly traded companies can no longer issue non-GAAP financial statements.

Which of the following is $\underline{\text{not}}$ part of a CEO and CFO certification of financial statements?​

Regulation A offerings:

Which of the following securities sales must be registered?

Only those who actually signed the registration statement can be liable for a Section 11 violation.

The penalties for certification of false financial statements are up to $1 million in fines and/or 10 years.

The safe-harbor provision:​

Under Section 14,a shareholder proposal in the proxy materials:

A red herring is a prospectus sent prior to the effective date of the registration date.

Regulation A short-form exemptions cannot involve those who have had previous securities laws violations.

Describe who must file 10K,10Q and 8K reports.

A bank is an example of an accredited investor for purposes of Regulation D.

Only an actual seller or purchaser can bring a suit for civil recovery under 10(b).

Hawkin and Snead is a partnership located in South Dakota that specializes in documentary films.Hawkin and Snead feel that they need additional capital to expand and their personal assets are fully tapped.The partners envision a sale of common stock shares only to South Dakota residents and they need about $10,000,000.They also realize that their pool of investors is large,but shallow.That is,they can recruit many potential share purchasers,but their investment amounts will be small.They feel they do not have the money for a national offering and full-blown SEC registration.Which of the following exemptions will suit Hawkin and Snead's needs best?

Maxine Knight is an investment banker who has just completed negotiations for a merger between two major motion picture studios.Maxine lives with Ron Heywood and suggests dinner to celebrate the successful negotiations that will become public in three days.Ron celebrates with Maxine and the next morning buys substantial blocks of shares in both the firms.After the merger is announced,the value of the shares doubles.Which of the following statements is true?