Question 1

The Dodd-Frank Act amends the 1933 and 1934 Acts to require knowledge as the mental state required for the SEC to bring aiding and abetting cases.

Accepted Answer

A) True 
 B)False

Question 2

Under the Dodd-Frank Act, the SEC must issue rules requiring issuers to disclose in annual proxy statements the reasons the issuer has chosen to combine or separate the positions of CEO and chairman of the board of directors.

Accepted Answer

A) True 
 B)False

Question 3

A registration statement becomes public immediately on filing with the SEC, but a prospectus only becomes public upon signature of the chief financial officer.

Accepted Answer

A) True 
 B)False

Question 4

The Securities Act of 1933 has two basic objectives, one of which is to:

Accepted Answer

A)  extend protection to investors trading in outstanding, issued securities. 
B)  grant the SEC power to impose administrative, civil penalties up to $600,000. 
C)  regulate disclosure requirements on publicly held corporations. 
D)  prohibit misrepresentation, deceit, and other fraudulent acts and unfair practices in the sale of securities generally, whether or not they are required to be registered. 
A)  extend protection to investors trading in outstanding, issued securities. 
B)  grant the SEC power to impose administrative, civil penalties up to $600,000. 
C)  regulate disclosure requirements on publicly held corporations. 
D)  prohibit misrepresentation, deceit, and other fraudulent acts and unfair practices in the sale of securities generally, whether or not they are required to be registered.

Question 5

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

Accepted Answer

A)  control. 
B)  affiliate. 
C)  proxy. 
D)  registration statement. 
A)  control. 
B)  affiliate. 
C)  proxy. 
D)  registration statement.

Question 6

A registration statement must be signed by the issuer, its CEO, CFO, CAO, and majority of its board of directors.

Accepted Answer

A) True 
 B)False

Question 7

The 1933 Act imposes liability for material misstatements and omissions in a registration statement on:

Accepted Answer

A)  only the directors and certain officers. 
B)  only the issuers. 
C)  experts and underwriters as well as directors, officers, and issuers. 
D)  the CEO only. 
A)  only the directors and certain officers. 
B)  only the issuers. 
C)  experts and underwriters as well as directors, officers, and issuers. 
D)  the CEO only.

Question 8

Dryler Corporation sold unregistered securities that were required under the 1933 Act to be registered.Howlett-Midland Corporation used an outdated prospectus in the sale of its securities.Discuss the civil liability of the companies for these acts.

Accepted Answer

Section 12(a)(1) of the 1933 Act imposes

Question 9

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

Accepted Answer

A) True 
 B)False

Question 10

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.

Accepted Answer

A) True 
 B)False

Question 11

A solicitation of proxies from holders of stock:

Accepted Answer

A)  is comprehensively regulated by the SEC. 
B)  includes a request for a proxy, but not a request to revoke a proxy. 
C)  gives any security holder entitled to vote the opportunity to communicate with other security holders. Upon written request, the corporation must mail the communication at the corporation's expense along with the solicitation. 
D)  All of these are correct. 
A)  is comprehensively regulated by the SEC. 
B)  includes a request for a proxy, but not a request to revoke a proxy. 
C)  gives any security holder entitled to vote the opportunity to communicate with other security holders. Upon written request, the corporation must mail the communication at the corporation's expense along with the solicitation. 
D)  All of these are correct.

Question 12

Securities sold under Regulation A must be registered if they are resold.

Accepted Answer

A) True 
 B)False

Question 13

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.

Accepted Answer

(a) The Dodd-Frank Wall Street Reform an

Exam 39: Securities Regulation

The Dodd-Frank Act amends the 1933 and 1934 Acts to require knowledge as the mental state required for the SEC to bring aiding and abetting cases.

Under the Dodd-Frank Act, the SEC must issue rules requiring issuers to disclose in annual proxy statements the reasons the issuer has chosen to combine or separate the positions of CEO and chairman of the board of directors.

A registration statement becomes public immediately on filing with the SEC, but a prospectus only becomes public upon signature of the chief financial officer.

The Securities Act of 1933 has two basic objectives, one of which is to:

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

A registration statement must be signed by the issuer, its CEO, CFO, CAO, and majority of its board of directors.

The 1933 Act imposes liability for material misstatements and omissions in a registration statement on:

Dryler Corporation sold unregistered securities that were required under the 1933 Act to be registered.Howlett-Midland Corporation used an outdated prospectus in the sale of its securities.Discuss the civil liability of the companies for these acts.

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

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.

A solicitation of proxies from holders of stock:

Securities sold under Regulation A must be registered if they are resold.

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.

Introduction to Law

Business Ethicspart Ii: the Legal Environment of Business

Civil Dispute Resolution

Constitutional Law

Administrative Law

Criminal Law

Negligence and Strict Liabilitypart Iii: Contracts

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 Remediespart Iv: Sales

Introduction to Sales and Leases

Performance

Transfer of Title and Risk of Loss

Product Liability: Warranties and Strict Liability

Sales Remediespart V: Negotiable Instruments

Form and Content

Transfer and Holder in Due Course

Liability of Parties

Bank Deposits, Collections, and Funds Transferspart Vi: Agency

Relationship of Principal and Agent

Relationship With Third Partiespart Vii: Business Associations

Formation and Internal Relations of General Partnerships

Operation and Dissolution of General Partnerships

Limited Partnerships and Limited Liability Companies

Nature and Formation of Corporations

Financial Structure of Corporations

Management Structure of Corporations

Fundamental Changes of Corporationspart Viii: Debtor and Creditor Relations

Secured Transactions and Suretyship

Bankruptcypart Ix: Regulation of Business

Intellectual Property

Employment Law

Antitrust

Accountants Legal Liability

Consumer Protection

International Business Lawpart X: Property

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

Interests in Real Property

Transfer and Control of Real Property

Trusts and Wills

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