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89 Cards in this Set

  • Front
  • Back
The SEC does have authority over the disclosure in Corporate annual reports, and the content in them.
(True or False)
True
The SEC was established in 1934 to help regulate the U.S. securities market. The SEC regulates securities of a public sale.
(True or False)
True
The purpose of the Securities Exchange Act of 1934 is to improve the securities of corporations that are to be traded publicly.
(True or False)
False
The SEC is organized into several divisions and principal offices. The organization unit that reviews registration statements, annual reports, and proxy statements filed with the Commission is
-The Division of Corporation Finance
Regulation S-X
-Specifies the general form and content requirements of financial statements filed with the SEC.
EX: Preparing financial statements, footnotes, and the auditor's report.
Regulation S-K disclosure requirements of the SEC deal with the company's business properties, and legal proceedings; selected five-year summary financial data; management's discussion and analysis of financial condition and results of operations; and
--Supplementary financial information such a quarterly financial data and information on the effects of changing prices.
In the registration and sales of new securities issues, the SEC
--endorses a security's investment merit by allowing its registration to "get effective."
The 1933 Securities Act provides for a 20-day review period between the filing and the effective date of the registration. During this review period, the registrant is prohibited from
--Accepting offers to purchase the securities being registered from potential investors.
Before turning over the proceeds of a securities offering to a registrant, the underwriters frequently require a comfort letter from the public accountant. The comfort letter's purpose is to
--Indicate whether the public accountant found any adverse financial change between the date of audit and the effective date of the securities offering.
Form 10-K is filed with the SEC to update the information a company supplied when filing a registration statement under the Securities and Exchange Act of 1934. Form 10-K is a report that is filed
--Annually within 60 days of the end of a company's fiscal year.
The SEC's Regulation S-X disclosure requirements address
--The requirements for filing interim financial statements and pro forma financial information.
Form 10-Q is filed with the SEC to keep both investors and experts apprised of a company's operations and financial position. Form 10-Q is a report that is filed within
--35 days after the end of each of the first three quarters of each fiscal year.
A company registered under the Securities and Exchange Act of 1934 should report a significant event affecting it on
--Form 8-K.
Within days four days after the occurrence of any event that is of material importance to stockholders, a company must file a Form 8-K information report with the SEC to disclose the event. An example of the type of event required to be disclosed is
--The acquisition of a large subsidiary other than in the ordinary course of business.
Form 8-K must generally be submitted to the SEC within four days after the occurrence of a significant event. The following event is not to be reported by Form 8-K
--A change in Accounting principle.
The following items is not required to be included in a company's periodic 8-K report filed with the SEC when significant events occur
--Election of a new vice president of finance to replace the retiring incumbent.
A major impact of the Foreign Corrupt Practices Act of 1977 is that registrants subject to the Securities Exchange Act of 1934 are required to
--Keep records that reflect the transactions and dispositions of assets and maintain a system of internal accounting controls.
Shareholders may ask or allow others to enter their vote at a shareholders' meeting that they are unable to attend. The document furnished to shareholders to provide background information for their vote is a
--Proxy Statement
Formation and meaningful utilization of an audit committee of the board of directors is required of publicly traded companies that are subject to the rules of the
--SEC
An external auditor's involvement with Form 10-Q that is being prepared for filing with the SEC would most likely consist of
--A review of the interim financial statements included in Form 10-Q.
The following statement concerning the prospectus required by the Securities Act 1933 is correct
--The prospectus is part of the registration statement.
The following statement would be regulated by the provisions of the Securities Act of 1933
--Securities issued by insurance companies.
The following securities is exempt from registrant under the Securities Act of 1933
--A class of stock given in exchange for another class by the issuer to the existing stockholders without the issuer by the United States.
Pix Corporation is making a $6,000,000 stock offering. Pix wants the offering exempt from registration under the Securities Act of 1933. Which of the following provisions of the act would Pix have to comply with for the offering to be exempt
--Regulation D, Rule 506.
An offering made under the provisions of Regulation A of the Securities Act of 1933 requires that the issuer
--File an offering circular with the SEC.
Which of the following factors by itself requires a corporation to comply with the reporting requirements of the Securities Exchange Act of 1934
--Shares listed on a national securities exchange.
The following person is not an insider of a corporation subject to the Securities Exchange Act of 1934 registration and reporting requirements
--An owner of 5% of the corporation's outstanding debentures.
The SEC is responsible for:
--Full and Fair Disclosure of Information
--Regulating Securities Markets
The Securities and Exchange Commission was created by:
--Securities and Exchange Act of 1934
The following divisions of the SEC regulates national securities exchange, brokers, and dealers of securities:
--Division of Market Regulation
The following division of the SEC develops and administers the disclosure requirements for the securities acts and reviews all registration statements and other issue-oriented disclosures:
Division of Corporation Finance
Securities Investor Protection Act:
Identify the regulation that created an entity which insures investors from possible losses if an investment house enters bankruptcy.
Reg S-X and Reg S-K:
Govern the preparation of financial statements and associated disclosures.
Sarbanes-Oxley Act
Resulted in the creation of the Public Company Accounting Oversight Board.
Regulation S-X presents the rules for preparing all except:
Management's discussion
The preparation of the following items is covered by Reg S-K:
Descriptions of business
The following presents the results of actions taken against accountants, brokers, and other
participants for filing false or misleading statements:
Accounting and Auditing Enforcement Releases
The following covers new or revised administrative practices and interpretations used by the
SEC staff in reviewing financial statements?
Staff Accounting Bulletins
In the issuer's annual report, how many years of audited financial statements must be presented?
I. Three years of audited income statements
II. Two years of audited balance sheets
III. Three years of audited statements of cash flows
The following types of securities or securities transactions are exempt from the need to be
registered under the Securities Act of 1933?
I. Commercial paper with a maturity of nine months or less.
II. Intrastate issues in which the securities are offered and sold only within one state.
III. Securities exchanged by an issuer exclusively with its existing shareholders with no commission
Regulation D of the SEC presents important exemptions from full registration requirements for:
Private placements.
The following forms is the most comprehensive registration statement:
Form S-1
When deficiencies are found in a registration statement that must be corrected before the securities may
be offered for sale, which of the following is issued by the SEC?
A comment letter
The purpose of a "tombstone ad" is:
to inform investors of an upcoming offering.
The following best describes a "red herring" prospectus:
Preliminary information provided to investors about an upcoming issue, and issued between the time a
registration statement is presented to the SEC and its effective date.
The following observations is true of the shelf registration rule:
It allows large companies to select the optimal time to sell their stock.
Accountants are liable for any materially false or misleading information contained in the registration
statement filed with the SEC up to:
the effective date of the registration statement.
What does an underwriter typically require from an accountant which indicates that the company has
fulfilled all the accounting requirements in the registration process?
A comfort letter
Which system helps the SEC accomplish its primary purpose of increasing the efficiency and fairness of
the securities markets by expediting the receipt, acceptance, dissemination, and analysis of time-sensitive
data filed with it?
EDGAR
Which of the following classes of information are included in the Form 10-K?
I. Management's discussion and analysis
II. Audited financial statements and footnotes
III. Auditor's opinion on the company's internal control system
Which of the following statements concerning Form 10-Q is NOT true?
It is filed for all four quarters.
Information concerning the unexpected resignation of one or more of the registrant's directors would be
disclosed on which of the following forms?
II. Form 8-K
Proxy statements are:
Materials submitted to shareholders for votes on corporate matters.
Schedule 13D is filed
by entities that acquire a beneficial ownership of more than 5 percent of a class of registered equity
securities.
Which of the following is defined as directly or indirectly having the power to vote the shares or
investment power to sell the security?
Beneficial ownership
The following is true about the Foreign Corrupt Practices Act of 1977 (FCPA):
I. Publicly held companies should maintain an adequate system of internal control.
II. Individuals associated with U.S. companies are prohibited from bribing foreign officials for the
purpose of securing a contract.
According to the provisions of the Sarbanes-Oxley Act:
audit committees should be composed of non-management members of a company's board of
directors.
The following statements concerning the management discussion and analysis (MD&A) of a
company's financial condition is true:
I. It should cover the financial statements and other statistical data for the most recent three-year time
span.
II. It should make year-to-year comparisons of material changes in the line items.
IV. Disclosure of material off-balance sheet transactions, arrangements, and obligations is required in
each annual and each quarterly report.
Pro forma disclosures are:
"what-if" presentations often taking the form of summarized financial statements.
The following statements concerning pro forma disclosures is not true:
The SEC requires these to be presented only when the company has made an unusual asset exchange,
or a restructuring of existing indebtedness.
Insolvency:
is defined as a condition in which a company is unable to meet debts as the debts mature?
Under a composition agreement:
creditors agree to accept less than the face amount of their claims.
The following ways can debt be restructured:
I. Assets can be transferred to the creditor.
II. An equity interest can be granted to the creditor.
III. The terms of the debt can be modified.
Under which nonjudicial action do creditors agree to assist the debtor in managing the most efficient
payment of creditors' claims:
Creditors' committee management
A transfer of assets by a company in financial difficulty is considered a sale if:
II. the transferee obtains the right to pledge or exchange the transferred assets.
III. the transferred assets have been isolated from the transferor.
IV. the transferor does not maintain effective control over the transferred assets.
The Bankruptcy Reform Act contains chapters which deal with:
I. Individuals.
II. Corporations.
III. Municipal governments.
Under the Bankruptcy Code, an insolvent corporation may be:
I. Reorganized.
II. Liquidated.
Which chapters of the Bankruptcy Code deal with corporations?
Chapters 7 and 11
Chapter 11 of the Bankruptcy Code provides for:
I. Reorganization.
The following could be true of the proceedings under Chapter 11 of the Bankruptcy Code:
The debtor continues as a business after the reorganization.
Under Chapter 11 proceedings, what represents the fair value of the entity before considering liabilities
and approximates the amount a willing buyer would pay for the entity's assets:
Reorganization value
A reorganization value in excess of amounts assignable to identifiable assets is:
reported as an intangible asset called Reorganization Value in Excess of Amounts Allocable to
Identifiable Assets.
The following observations regarding the use of fresh start accounting is true:
It results in a new reporting entity.
A "debtor-in-possession" balance sheet is prepared for a company which:
is in bankruptcy reorganization but management still controls the company.
A debtor-in-possession balance sheet should report:
I. Liabilities not subject to compromise.
II. Liabilities subject to compromise.
On a debtor-in-possession income statement, the following items should be reported under the
heading "Reorganization Items":
Loss on disposal of assets
Typically, the plan of reorganization must be approved by at least _____ of all creditors, who must hold at least _____ of the dollar amount of the outstanding debt.
D. half; two-thirds
Chapter 7 of the Bankruptcy Code provides for:
II. Liquidation.
_____ have liens, or security interests, on specific assets.
Secured creditors
As defined by the Bankruptcy Code, creditors with priority:
II. are unsecured creditors who have priority over other unsecured creditors.
III. are the first to be paid from any proceeds available to unsecured creditors.
The following observations concerning claims by general unsecured creditors is NOT true:
They are entitled to "preference payments" at the discretion of the debtor's management.
The payment to general unsecured creditors is often termed:
a "dividend."
"Preference payments" made by the debtor to one creditor to the detriment of all other creditors within 90 days before the bankruptcy petition was filed:
may be recovered and returned to the cash available for all creditors.
The accounting statement of affairs is prepared:
at the beginning of the liquidation process.
Which monthly report shows the results of the trustee's fiduciary actions beginning at the point the trustee accepts the debtor's assets?
Statement of realization and liquidation
The Statement of Realization and Liquidation contains sections for all the following items except:
stockholders equity.
In a statement of realization and liquidation, unusual revenue items are reported under:
supplementary items.
All of the following items are reported in a statement of realization and liquidation except:
Cash
Which of the following items are likely to be reported in the supplementary items section of a statement
of realization and liquidation?
Trustee's administration fees.