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54 Cards in this Set

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Securities act of 1933

New issues need a detailed prospectus before purchase

Securities act of 1933

20 day cooling off period

Prospectus delivery

90 days for primary Nasdaq/non exchange listed issue

Prospectus delivery

40 day secondary for non nasdaq/non exchange listed issue

Prospectus delivery

25 day for exchange listed nasdaq issues

Rule 415

Allows established issuers to keep a blanket registration filed with the sec for 3 years

Section 4

Exempt transactions of act of 1933

Section 4(2)

Exemption by the SEA of 1933 that private placements being sold to institutions and other accredited investors that are able to fend for themselves.

Section 4(6)

Exemption by the SEA of 1933 where if no advertising is used, offers of no more than $5MM may be made only to accredited investors.

Exempt from 1933

Us gov, agencies, muni, foreign gov obligations

Rule 147

Intrastate offerings - must be filed with sec at least 10 business days prior to sale

Reg D

Private placements - purchaser usually signs an investment letter stating knowledge that the issue is unregistered

Accredited investor questionnaire

A test to prove a wealthy investor with a net worth of 1 million, income of 200M for 1, or 300M for 2 for previous two years

Rule 504

For offerings not to exceed 5000000; there is no specific info required on disclosures

Rule 505

For offerings not to exceed 5,000,000; certified issuer financial statements are provided

Rule 506

For unlimited dollar offerings; certified issuer financial statements are provided along with more detailed financial disclosures.

Restricted stock

Never sold in public markets registered. May only be sold through a private transaction or under a 144 exemption.

Form D

Issuer will file this form with SEC to claim exemption at least 15 calendar days AFTER the first sale of the securities.

Finra rule for retail communication

Any written communication distributed to 25 or more. Requires pre approval and filling with finra

Advertising

Random marketing of options to 25 or more people. Approved by series 4 ROP and registered with finra.

Sales literature

Specific targeted marketing to 25 or more people. Registered with series 4 ROP and filed with finra

Costumer correspondence

Specific targeted marketing to less than 25 people. Reviewed with series 4 ROP and not filed with finra

Rule 415

Under what rule can an issuer avoid the 20-day cooling off period requirement?

Rule 415

Shelf registration

False

T or F: Corporate officers are restricted from buying their company's stock through stock options.

A Chinese Wall

The separation of investment banking/research and trading functions within a broker- dealer to stop the potential flow of inside info is referred to as what?

Penny Stocks

To solicit a purchase of securities that are not listed on an exchange or NASDAQ and that are under $5 per share, a detailed suitability determination must be sent to, signed, and returned by a customer. This rule is for what?

Subchapter M of the Internal revenue code

Similar to closed end investment companies, REIT shares must invest at least 75% of their assets in real estate in order to qualify as "regulated" management companies under what rule and which regulation?

Control stock

Stock held by officer, director, 10% share holder, or affiliated person

Rule 144A

Allows QIBs to purchase unregistered securities in private placements. The electronic market for such transactions is called PORTAL.

Rule 145

Which rule under the SEA of 1933 would constitute that a corporation undergoing reorganization file a registration statement?

Securities exchange act of 1934

MISSPERMS is derived from which Securites exchange act?

Wash trades

Buying and selling to create the appearance of trades

Regulation M

A set of rules to deal with potential market manipulation that could occur during the 20 day cooling off period for add-on securities offerings

Agent

A firm handling a Reg A 144 transaction must act as...

Rule 10b-5

Unspecified acts of fraud are covered under which rule of SEA of 1934?

Shorting against the box

The one time when insiders CAN sell short their own company's stock to lock in a gain and defer tax to the next year is called...

Securities

The SEC only regulates...

The SEC

The organization created in the SEA of 1934 that regulates securities and does NOT regulate insurance products, commodities, or future products is called...

Regulation SHO

Governs that all order tickets must be marked long or short

Regulation SHO

If an equity security falls by 10% or more during the trading day, it can only be sold short on an "up bid" for the remainder of that day and the entire next day according to which regulation?

10K report

An audited annual report

10Q report

An unaudited quarterly report

Form 8k within 4 days

Any "big" changes in a company such as change in BOD, filling bankruptcy, mergers, etc require what form be filed with finra and within how many days?

13D filing within 10 days

What form must be filed when a person accumulates a 5% holding and INTENDS to exercise control over a company? Within how many days?

13g filing

What form must be filed when a person accumulates a 5% holding and DOES NOT INTEND to exercise control over the company?

Reg T

Margin regulation controlling credit from broker to customer

Reg U

Margin regulation controlling credit from bank to broker

Tier 1 issues

Actively traded security issues are

Tier 2 issues

Moderately traded security issues are

Tier 3 issues

Inactively traded security issues

Regulation FD

Which regulation passed by the SEC addresses issues related to insider trading?

Rule 10b5-1

A pre-arranged trading plan will allow a statutory insider to trade their company's stock under what rule?

Rule 10b5-1

If an individual stumbled upon insider info and used that info to trade he/she can not be liable under what rule?