Question 1

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. C

Question 2

The 1934 Act rules governing proxy solicitations would require a proxy statement describing the material facts relating to items to be voted upon.

Accepted Answer

A) True 
 B)False  True

Question 3

The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 granted the SEC the power to impose administrative,civil penalties up to the current inflation-adjusted amount of $725,000.

Accepted Answer

A) True 
 B)False  True

Question 4

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

Accepted Answer

A) True 
 B)False

Question 5

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sold unregistered securities that were required under the 1933 Act to be registered.Howlett-Midland Corporation used an outdated prospectus in the sale of its securities.Discuss the civil liability of the companies for these acts.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 6

If the SEC requires an amendment to a registration,the 20-day waiting period begins again.

Accepted Answer

A) True 
 B)False

Question 7

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

Accepted Answer

A) make any untrue statement of material fact in connection with any tender offer, even if the target company is not subject to the 1934 Act's reporting requirements. 
B) omit to state any material fact in connection with a tender offer. 
C) engage in any fraudulent, deceptive, or manipulative practices in connection with any tender offer. 
D) All of the above. 
A) make any untrue statement of material fact in connection with any tender offer, even if the target company is not subject to the 1934 Act's reporting requirements. 
B) omit to state any material fact in connection with a tender offer. 
C) engage in any fraudulent, deceptive, or manipulative practices in connection with any tender offer. 
D) All of the above.

Question 8

The antifraud provisions of the 1934 Act would prohibit which of the following?

Accepted Answer

A) Lying about the value of the firm's assets to sell stock. 
B) Disclosing that the firm has discovered oil on its property in order to sell stock. 
C) Telling about the bad health of the CEO in a transaction to purchase stock. 
D) Not disclosing the salaries of secretaries of a large firm whose stock is being sold. 
A) Lying about the value of the firm's assets to sell stock. 
B) Disclosing that the firm has discovered oil on its property in order to sell stock. 
C) Telling about the bad health of the CEO in a transaction to purchase stock. 
D) Not disclosing the salaries of secretaries of a large firm whose stock is being sold.

Question 9

The 1934 Securities Exchange Act requires registration of:

Accepted Answer

A) all regulated publicly held companies. 
B) securities being issued initially. 
C) statutory outsiders. 
D) tippees. 
A) all regulated publicly held companies. 
B) securities being issued initially. 
C) statutory outsiders. 
D) tippees.

Question 10

Registration under the 1933 Act calls for disclosure of which of the following?

Accepted Answer

A) A description of the registrant's properties and business. 
B) A description of the significant provisions of the security to be offered for sale and its relationship to the registrant's other capital securities. 
C) Compensation paid to directors, the CEO, CFO, and the three other highest paid executive officers. 
D) Financial statements certified by independent public accountants. 
E) All of the above. 
A) A description of the registrant's properties and business. 
B) A description of the significant provisions of the security to be offered for sale and its relationship to the registrant's other capital securities. 
C) Compensation paid to directors, the CEO, CFO, and the three other highest paid executive officers. 
D) Financial statements certified by independent public accountants. 
E) All of the above.

Question 11

The 1933 Securities Act differs from the 1934 Act in that the former deals with trading in stock that has already been issued and the latter has to do with the issuance of securities.

Accepted Answer

A) True 
 B)False

Question 12

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

Accepted Answer

A) financial statement certified by an independent public accountant. 
B) description of the business. 
C) description of the management. 
D) projection of future growth potential. 
A) financial statement certified by an independent public accountant. 
B) description of the business. 
C) description of the management. 
D) projection of future growth potential.

Question 13

EDGAR is the computer system established by the SEC to perform automated collection,validation,and dissemination of required reports.

Accepted Answer

A) True 
 B)False

Question 14

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 15

Recovery of damages under Rule 10b-5 requires proof of:

Accepted Answer

A) reliance on a misstatement or omission. 
B) materiality. 
C) scienter. 
D) connection with the purchase or sale of a security. 
E) All of the above. 
A) reliance on a misstatement or omission. 
B) materiality. 
C) scienter. 
D) connection with the purchase or sale of a security. 
E) All of the above.

Question 16

Shelf registrations allow issuers to register securities that are to be offered and sold on a delayed or continuous basis in the future,but the provision allowing it does not apply to all companies.

Accepted Answer

A) True 
 B)False

Question 17

The Securities Act of 1934 imposes sanctions for noncompliance with its disclosure and antifraud requirements.These sanctions include:

Accepted Answer

A) civil liability to injured investors and issuers. 
B) civil penalties. 
C) criminal penalties. 
D) All of the above. 
A) civil liability to injured investors and issuers. 
B) civil penalties. 
C) criminal penalties. 
D) All of the above.

Question 18

The Securities and Exchange Commission (SEC)is an independent,quasi-judicial agency consisting of five commissioners.

Accepted Answer

A) True 
 B)False

Question 19

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 20

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

Accepted Answer

A) applies to transfers within 6 months of each other. 
B) only applies to officers, directors, and 10% shareholders. 
C) requires material inside information. 
D) All of the above. 
A) applies to transfers within 6 months of each other. 
B) only applies to officers, directors, and 10% shareholders. 
C) requires material inside information. 
D) All of the above.

Exam 39: Securities Regulation

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

The 1934 Act rules governing proxy solicitations would require a proxy statement describing the material facts relating to items to be voted upon.

The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 granted the SEC the power to impose administrative,civil penalties up to the current inflation-adjusted amount of $725,000.

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

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.

If the SEC requires an amendment to a registration,the 20-day waiting period begins again.

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

The antifraud provisions of the 1934 Act would prohibit which of the following?

The 1934 Securities Exchange Act requires registration of:

Registration under the 1933 Act calls for disclosure of which of the following?

The 1933 Securities Act differs from the 1934 Act in that the former deals with trading in stock that has already been issued and the latter has to do with the issuance of securities.

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

EDGAR is the computer system established by the SEC to perform automated collection,validation,and dissemination of required reports.

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

Recovery of damages under Rule 10b-5 requires proof of:

Shelf registrations allow issuers to register securities that are to be offered and sold on a delayed or continuous basis in the future,but the provision allowing it does not apply to all companies.

The Securities Act of 1934 imposes sanctions for noncompliance with its disclosure and antifraud requirements.These sanctions include:

The Securities and Exchange Commission (SEC)is an independent,quasi-judicial agency consisting of five commissioners.

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

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

Introduction to Law

Business Ethics

Civil Dispute Resolution

Constitutional Law

Administrative Law

Criminal Law

Intentional Torts

Negligence and Strict Liability

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 Remedies

Introduction to Sales and Leases

Performance

Transfer of Title and Risk of Loss

Product Liability: Warranties and Strict Liability

Sales Remedies

Form and Content

Transfer and Holder in Due Course

Liability of Parties

Bank Deposits, Collections, and Funds Transfers

Relationship of Principal and Agent

Relationship With Third Parties

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 Corporations

Secured Transactions and Suretyship

Bankruptcy

Intellectual Property

Employment Law

Antitrust

Accountants Legal Liability

Consumer Protection

Environmental Law

International Business Law

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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