Exam 21: Public And Private Offerings Of Securities

The Securities Act of 1933 does not provide relief for investors who are not advised of materials facts related to a potential investment.

According to the SEC,a hyperlink embedded within a prospectus causes the hyperlinked information to be treated as part of the prospectus.

If an issuer wanted to raise $100 million,and offer the issuing company's securities to no more than 35 unaccredited investors and an unlimited number of accredited investors,an issuer would choose to exempt the offering under the __________ exemption.

Which of the following is NOT an accredited investor under Rule 501?

Well-known seasoned issuers may make automatic shelf registration offerings that are effective immediately on filing a registration statement with the SEC.

Which of the following statements is NOT true regarding the JOBS Act?

A(n)__________ is defined under the 1933 Act as any person who has purchased from an issuer with a view to,or offers or sells for an issuer in connection with,the distribution of any security.

The SEC has the statutory authority to approve or disapprove an offering on its merits.

A key step in preparing the registration statement is the process of __________,whereby the company,the underwriters,and their respective counsel assemble and review the information about the company in the registration statement.

Shelf registration under the Securities Act of 1933 allows registration of a number of securities at one time for issuance later.

To which of the following is an entrepreneur likely referring when using the term "angel" in reference to an investment plan?

The Securities Act of 1933 is also referred to as the "blue sky" law.

According to the __________ doctrine,a court may determine that the inclusion of sufficient cautionary statements in a prospectus renders immaterial any misrepresentations and omissions contained therein.

Which of the following is NOT an element of a private placement?

CASE 21.3 Escott v.BarChris Construction Corp.(1968)dealt with the issue of due diligence as a defense in the offering process.

Investment banking firms are prohibited by federal law from underwriting public offerings of securities.

If an issuer makes successive sales within a limited period of time,the SEC may __________ the successive sales,resulting in the loss of a private-offering exemption.

A "red herring" is the popular name given to a final prospectus under the 1933 Act.

Which of the following is true regarding uniform state regulation of securities?

The requirement that a tender offer be left open for at least 20 business days only applies if the company is registered under the 1934 Act.