Exam 39: Securities Regulation

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Effective in 2010,the SEC adopted new requirements to improve the disclosure shareholders of public companies receive regarding compensation and corporate governance.These new rules require disclosure of any directorships held by each nominee at any time during the past seven years at any public company.

(True/False)

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Question 81

The Securities Act of 1933 regulates tender offers and proxy solicitations.

(True/False)

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Question 82

Insiders would violate the short-swing profits rule (16b)of the 1934 Act by buying stock on January 1 and selling on May 1.

(True/False)

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Question 83

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

(True/False)

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Question 84

The tender offer is open to select holders of the class of shares subject to the tender offer.

(True/False)

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Question 85

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

(Multiple Choice)

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Question 86

The civil penalty for a person who trades on inside information:

(Multiple Choice)

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Question 87

The 1933 Securities Act defines the term "security." The Supreme Court of the United States has adopted a two-tier analysis of what constitutes a security.Within this analysis the Court has used a three-part test to determine whether a non-traditional financial transaction constitutes an investment contract and thus a security.Explain (a)the 1933 Act's statutory definition of security, (b)the courts' general interpretation of the 1933 Act's definition and (c)the Supreme Court's two-tier test.Use case law to illustrate your explanation,if appropriate.Also,why do you think the Supreme Court had to devise such an analysis?

(Essay)

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Question 88

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

(Multiple Choice)

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Question 89

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.

(True/False)

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Question 90

"Shelf registrations" allow delayed sales of stock.

(True/False)

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Question 91

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

(Multiple Choice)

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Question 92

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.

(True/False)

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Question 93

The Securities Act of 1933 identifies a number of securities exemptions that are,in effect,transaction exemptions.

(True/False)

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Question 94

Solicitation includes any request:

(Multiple Choice)

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Question 95

Showing 81 - 95 of 95

Exam 39: Securities Regulation

The Securities Act of 1933 regulates tender offers and proxy solicitations.

Insiders would violate the short-swing profits rule (16b)of the 1934 Act by buying stock on January 1 and selling on May 1.

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 tender offer is open to select holders of the class of shares subject to the tender offer.

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

The civil penalty for a person who trades on inside information:

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

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.

"Shelf registrations" allow delayed sales of stock.

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

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.

The Securities Act of 1933 identifies a number of securities exemptions that are,in effect,transaction exemptions.

Solicitation includes any request:

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

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