Exam 39: Securities Regulation

As mandated by the Dodd-Frank Act, the SEC issued a rule in 2015, effective for the first fiscal year beginning on or after January 1, 2017, requiring most public companies regularly to disclose the ratio of a CEO's compensation to the median compensation of the company's employees.

Which of the following would ordinarily NOT be considered a security under the federal securities laws?

As amended in 2008, SEC Rule 144 imposes stricter requirements on securities resales of issuers subject to 1934 Act reporting requirements than on securities resales of non-reporting issuers.

The Securities Act of 1934 imposes significant disclosure requirements upon reporting companies.

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

Marshall, an agent of the North Carolina Pinery Corporation, in offering a cash payment to an official of Mexico to convince the official to use his influence to assist Pinery in obtaining a contract in Mexico, may have violated the laws of Mexico, but not the laws of the United States.

A "private placement" involves no public offering and is exempt from registration.

The Reform Act's safe harbor under the 1933 Act eliminates civil liability based on an untrue statement or omission if a forward-looking statement is:

A signed writing by a shareholder authorizing a named person to vote his stock at a specified meeting of shareholders is a(n):

Bonds are included in the definition of the term "security."

The 1934 Securities Exchange Act requires registration of:

Discuss how the Dodd-Frank Act affects: (a) the SEC's authority regarding aiders and abettors of securities law violators, (b) whistleblowing, and (c) disclosure requirements in annual proxy statements regarding executive compensation.

Hugo wishes to raise money for his restaurant. He offers to sell stock to his brothers, sisters, aunts, uncles, and cousins. The offering is made by telephone to each of the investors and amounts to a stock offering in the total dollar amount of $1.5 million. The offering is made to a total of 38 family members and no notice is given to the SEC. Is this a permissible exempt offering under the federal securities laws? Explain.

Section 14(e) of the Securities Act of 1934 makes it unlawful for any person to:

In 1992, the SEC issued new rules establishing an integrated registration and reporting system for small business issuers.

Registration of securities with the SEC guarantees to a potential investor the financial soundness of the business represented by the stock.

Effective in 2000, a plain English term sheet is required in all tender offers and mergers.

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

Which of the following is NOT a purpose of federal securities regulation?

For purposes of Section 16(b) of the 1934 Securities Exchange Act, which of the following are not "insiders"?