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Average investors who offer and sell the securities they own,yet avoid the need to have the issuer register the securities,are called _____.


A) nonissuers
B) issuers
C) dealers
D) brokers

E) None of the above
F) All of the above

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Describe the liability provisions of the Securities Exchange Act of 1934 against insider trading,under Rule 10b-5 of the Securities Exchange Act of 1934.

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The basic rule under the 1934 Act is tha...

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A wash sale is a legal practice that is designed to stimulate substantial trading activity.

A) True
B) False

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According to the Securities and Exchange Commission (SEC) ,per se fraudulent statements include those that:


A) tout securities and make unreasonable forecasts.
B) specify the use of the proceeds of the issuance.
C) outline the annual return on an investment.
D) give full details about the securities to be offered.

E) C) and D)
F) B) and D)

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Under the Securities Act of 1933,liability is imposed for improper offers and sales when:


A) a person sells his securities to another private party without notifying the Securities and Exchange Commission.
B) a person offers or sells unregistered and nonexempt securities in violation of the Act.
C) the investor finds that the registration statement for the security contained an untrue statement.
D) the issuer inadvertently omits a few material facts in the registration statement.

E) C) and D)
F) B) and C)

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_____ are important securities exemptions from the registration provisions of the 1933 Act.


A) Securities of profit issuers
B) Short-term notes and drafts
C) Private offerings
D) Initial market securities

E) A) and D)
F) A) and C)

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Which section of the 1933 Act imposes liability on any person who has violated the timing,manner,and content restrictions on offers and sales of new issues?


A) 12(2)
B) 17(a)
C) 12(1)
D) 11

E) None of the above
F) B) and C)

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Under the _____,the investor's reliance on the integrity of the market was found to justify a presumption of reliance on the misrepresentation.


A) misappropriation theory
B) classical theory
C) fraud-on-the-market theory
D) efficient markets theory

E) A) and B)
F) None of the above

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A wash sale:


A) refers to a legal activity that manipulates the price of a security.
B) occurs each time new securities are issued.
C) comes under the liability provisions of the 1934 Act.
D) is a violation under Section 10(b) of the 1934 Act.

E) A) and B)
F) B) and D)

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Registration by coordination:


A) allows the issuer to file the 1933 Act registration statement with the state securities administrator.
B) is prohibited by both the 1933 and 1934 Acts.
C) increases the issuer's expense of complying with state laws when making an interstate offering.
D) is concerned primarily with public distributions of securities.

E) All of the above
F) B) and C)

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A public offer by a bidder to purchase a target company's equity securities directly from its shareholders at a specified price for a fixed period of time is called a(n) _____.


A) bond exchange offer
B) prospectus
C) investment contract
D) tender offer

E) B) and D)
F) None of the above

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Unlike the Uniform Securities Act of 1956,the new act of 1985 contained an additional provision demanding broker-dealer registration.

A) True
B) False

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Jodie's brother is a director at Trip Corporation.He calls her and says that Trip's earnings,not yet announced,will be up by 75 percent and that Jodie should buy Trip's common stock.Under these circumstances,Jodie:


A) can trade because she obtained public information from an insider.
B) cannot trade because she is not an insider.
C) can trade because the information will eventually be made public.
D) cannot trade because she is the relative of an insider.

E) B) and C)
F) A) and B)

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Under the _____,a person's undisclosed,self-serving use of another's information to purchase or sell securities,in breach of a duty of loyalty and confidentiality,defrauds the individual who provided the information.


A) blue-sky law
B) misappropriation theory
C) fraud-on the-market theory
D) price disparity law

E) A) and B)
F) A) and C)

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The Securities Act of 1933 is concerned primarily with private distributions of securities.

A) True
B) False

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Which of the following statements is true of the registration requirements of the 1933 Act?


A) It requires the issuer of securities to register the securities with the Securities and Exchange Commission prior to their offer or sale to the public.
B) The buyer of the securities must file a registration statement with the Securities and Exchange Commission.
C) Exempt securities need to be registered regardless of who sells the securities or how they are sold.
D) The registration statement should exclude the timing, manner, and content of offers and sales.
The 1933 Act requires the issuer of securities to register the securities with the Securities and Exchange Commission (SEC) prior to their offer or sale to the public. Historical and current data about the issuer and its business (including certified financial statements) , full details about the securities to be offered, and the use of the proceeds of the issuance, among other information, must be included in a registration statement prepared by the issuer of the securities. The issuer must file the registration statement with the SEC.

E) B) and C)
F) C) and D)

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The 1934 Act definition of a security is similar to the 1933 Act definition except that it excludes notes and drafts that mature not more than nine months from the date of issuance.

A) True
B) False

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Negligence is the most important element of a Rule 10b-5 violation.

A) True
B) False

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The most important rule of the 1933 Act is that every transaction in securities must be registered with the SEC or be exempt from registration.

A) True
B) False

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Most of the information in a prospectus must be included in a registration statement,which is the basic selling document of a 1933 Act registered offering.

A) True
B) False

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