Exam 40: Securities Regulation

The 2008 amendments to the SEC rules regarding registration and reporting define a small business issuer as a noninvestment company with less than $20 million in public float.

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 $1,500,000.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.

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

A solicitation of proxies from holders of stock:

With few exceptions, an issuer must file preliminary proxy statements and forms with the SEC at least 10 days before they are sent to security holders.

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

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

Rule 505, as promulgated by the SEC, provides a nonexclusive safe harbor for securing the intrastate exemption.

The Securities and Exchange Commission (SEC) consists of five commissioners.

The Securities Enforcement and Penny Stock Reform Act of 1990 eliminated the power of the SEC to impose administrative, civil penalties up to $725,000.

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

Securities that are exempt from registration under the federal securities laws include:

The Sarbanes-Oxley Act requires either the chief executive officer or the chief financial officer of a company issuing securities to certify information in the issuer's annual and quarterly reports.

Section 16(b) of the 1934 Act differs from Rule 10b-5 in that the latter:

SEC Rule 10b5-2 adopts what theory of liability?

The registration requirement of the 1934 Act pertains to the entire class of securities rather than to a specific offering.

A registration statement generally includes all of the following EXCEPT a:

Which of the following are basic objectives of the 1933 Securities Act?

Which of the following is not one of the situations in which the 1934 Securities Exchange Act requires disclosure during a "tender offer"?

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