Cpa Reg

Front 1

Securities act of 1933

Back 1

Regulate initial offerings, requires reg stmnt and prospectus

Front 2

Blue sky laws

Back 2

State securities laws

Front 3

Objectives of 1933 act

Back 3

Disclosure of info to investors and prevention of fraud

Front 4

Nonreporting issuer files

Back 4

S-1 (not under 1934 act)

Front 5

Unseasoned issuer reporting for 3 years under 1934 files

Back 5

S-1 but provides less info

Front 6

Seasoned issuer is and files

Back 6

has filed for at least a year with market cap rate of at least $75 mill and use for S-3 even less detail

Front 7

Well-known seasoned issuer is and files

Back 7

has worldwide market cap of least $700 mill, issued bill in past 3 years, uses for S-3

Front 8

Registration statement includes

Back 8

descrip of biz, prop, comp, sig provisions of secutiry offered, mgmt comp, legal proceedings, purpose proceeds used for, recent audited financials, accountant changed in past 2 yrs, signatures

Front 9

Prospectus includes

Back 9

Furnished to investors (normally just online)

Front 10

Shelf registration

Back 10

put on shelf for up to 3 years (only avail to seasoned and well-known)

Front 11

Exempt securities under 1933

Back 11

domest gov, not-for-prof, domest bank, fed reg common carriers, trustee in bankruptcy, state-requested insurers, corp in reorganization, exchanging existing stock

Front 12

Exempt transactions under 1933 (Rule 147)

Back 12

intrastate (80% proceeds in state, 80% assets, all state owners, no resale to nonresidents, prevent interstate)

Front 13

Regulation D

Back 13

allows exemptions from 1933 with rules (504,505 and 506)

Front 14

Rule 504

Back 14

Most loose, lets up to $1 mill, to nonaccredited, w/ gen solic, must be registered in state that requires pub filing, sold exclusive to state to accredited if gen solice used

Front 15

Rule 505

Back 15

Exemption to all (other than invest company) for offering of up to $5 mill in any 12 month period, purch by unlimited number of accredited, no more than 35 nonaccredited

Front 16

Rule 506

Back 16

transactions not involving any public offereing, sales to accredited only, no more than 35 non (but must be smarties), investors sign promise

Front 17

Regulation A

Back 17

excludes ppl under 1934 up to $5 mill in 12-month period exempttesting water sales, resale allowed

Front 18

Rule 4(6)

Back 18

exempt up to 5 mill to accredited only

Front 19

Securities act of 1934

Back 19

Addresses secondary distribution, SEC power, periodic reporting, antifraud, insider

Front 20

SEC powers

Back 20

(under 1934) issues rules, investigate violations, conduct hearings and impose penalties and oversees PCAOB

Front 21

Registration under 1934

Back 21

required for listers on national securities xchng, have at least 500 shareholders and assts exceeding $10 mill, issuer with registered securities under 1933

Front 22

Disclosures under 1934

Back 22

corporate organization, financial structure, descript of securities, names of officers, directors, underwriters and holders of 10%, nature of biz, fin stmnts, bonus and profit-share plan

Front 23

Periodic reporting

Back 23

annual reports (10-k), quarterly reports (10-Q) and current reports (8-K) (material events in 4 days)

Front 24

Section 11 of 1934 act

Back 24

lets you sue everyone if aquired secutity, damages, material mistatement

Front 25

Private secutirites litigation refor of 1995

Back 25

no referall fees, legal fees as reuslt of action brought by SEC, statute of limitations, safe harbor for forward stmnts, audit requirements for fraud detection

Front 26

2002 SOX

Back 26

establishes PCAOB, audit committee

Front 27

Section 404 of SOX

Back 27

mgmt report on internal controls and audit of, limits on other services fr auditor, 1 year between hire as CEO, retain working papers for 7 years, rotate auditor,

Front 28

Dodd-Frank wall street reform and consumer protection act of 2010

Back 28

"knowing AND reckless", FSOC, SEC compensate whistles, audit credit rating agencies, regulate over-the countrer

Front 29

Section 14(a) under 1934 Act

Back 29

can't solicit for someones proxy vote right

Front 30

Section 16 under 1934 Act

Back 30

insiders required to report to SEC

Front 31

Section 16(a) under 1934 act

Back 31

subject to penalties for not registering as an insider

Front 32

Rule 10b-5

Back 32

Insider trading definition, illegal to use interstate commerce to fraud, corporate misstatements

Front 33

Section 16(b) under 1934

Back 33

insider can be sued for short swing profits

Front 34

Section 12(a)(1) under 1933

Back 34

Failure to register means purchaser can sue

Front 35

Section 12(a)(2) under 1933

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Antifraud provisions - purchaser can sue - defense is no sienter or decline in value not from misstatment

Front 36

Section 17(a) under 1933

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liability imposed for fraud, material misrepresentation and omission, no individual suer, go agianst SEC

Front 37

Section 18(a) under 1934

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liability for making misleading or omission in any SEC filing, good faith defense

Front 38

Section 10(b) of 1934

Back 38

Antifraud provision

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Section 20(a)

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Insider trading

Front 40

Contractual defenses

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Failure of consideration (worhtless bargain), obligation outside scope, performance rendered, not legal, client's breach, failure of a precedent event

Front 41

Gross negligence

Back 41

failure to use even slight care (worse than plain negligence and subject to punitive damages)

Front 42

Liability to 3rd party for negligence

Back 42

forseen third parties

Front 43

a

Back 43

a