Series 79 - Rules & Regulations, Series 79--All FI
Series 79 - Rules & Regulations, Series 79--All FI
Exam (elaborations)
Series 79 - Rules & Regulations, Series 79--All FINRA Rules || with 100% Error-free Answers.
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Series 79 - Rules & Regulations, Series 79--All FI
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Series 79 - Rules & Regulations, Series 79--All FI
FINRA Rule 5121 correct answers A member firm w/ a conflict of interest may not participate in a public offering unless: the nature of the conflict is prominently disclosed or the member complies with certain net capital, discretionary account and filing information, and a QIU participates in the o...
Series 79 - Rules & Regulations, Series 79--All FINRA Rules
|| with 100% Error-free Answers.
FINRA Rule 5121 correct answers A member firm w/ a conflict of interest may not participate in
a public offering unless: the nature of the conflict is prominently disclosed or the member
complies with certain net capital, discretionary account and filing information, and a QIU
participates in the offering
FINRA Rule 5122 correct answers Applies primariy to MPOs to prevent potential conflicts of
interest and require sufficient disclosures to investors
FINRA Rule 5130 correct answers Designed to protect the integrity of equity IPOs by requiring
underwriters make bona fide public offerings. The rule prohibits the sale of new issues to
"restricted persons."
FINRA Rule 5141 correct answers prohibits any broker dealer firm engaged in a fixed price
offering from selling securities to a related person at a discounted price
FINRA Rule 5150 correct answers provides for specific disclosures that must be made when
fairness opinions are provided to a company's public shareholders
SEC Rule 10b-9 correct answers issuers & broker dealers must be truthful with the public about
the type of underwriting commitment
SEC Rule 10b5-2 correct answers a duty of trust or confidence applies when 2 people have a
history of sharing sensitive information in confidence and the recipient of the information should
reasonably understand that the information should be kept confidential
SEC Rule 13e-3 correct answers covers purchases, solicitations and TOs in which the effect is to
cause equity securities to be eligible for termination and or delisting
SEC Rule 14a correct answers Specifies the information that must be included in a proxy
statement (see page 466)
SEC Rule 14e3 correct answers During a TO, prohibits trading in the shares by anyone
possessing material non-public information obtained directly or indirectly from the offeror,
issuer or officer/director/employee acting for the offeror or issuer
SEC Rule 15c2-4 correct answers requires that broker dealers participating in all or none or mini
max offerings deposit investor funds in a separate escrow account at an independent bank or any
other QFI for the benefit of the investors
SEC Rule 101 (Regulation M) correct answers Permits certain activities by distribution
participants during the restricted period including underwriters or other persons who are
participating in the distribution
, SEC Rule 102 (Regulation M) correct answers Permits certain activities by distribution
participants during the restricted period including the issuer or selling shareholders
SEC Rule 103 (Regulation M) correct answers Allows broker-dealers to engage in passive
market making transaction in Nasdaq securities.
SEC Rule 104 (Regulation M) correct answers Requires any person making a penalty bid to
provide prior notice to regulators of the principal market in which the penalty bid is imposed.
SEC Rule 105 (Regulation M) correct answers Restriction on short sales and purchases during
the restricted period and prohibits ANYONE from purchasing securities in a public offering and
simultaneously selling short the same securities. The purpose of this rule is to prevent an investor
from shorting a significant amount of stock just prior to the pricing of a follow-on offering.
SEC Rule 144 correct answers Defines the conditions under which securities that are acquired
through an exempt transaction, or are restricted from resale for other reasons, can be sold.
SEC Rule 144A correct answers Makes it easier for companies, both domestic and international,
to raise money in U.S. Capital Markets.
SEC Rule 145 correct answers Clarifies that business combinations are considered "offers to
sell" securities, subject to registration requirements, whether or not a security holder takes action
to buy, sell or exchange securities. This rule defines specific types of business combinations:
Reclassification, Merger/Acquisition/Consolidation, and Transfer
SEC Rule 147 correct answers Intrastate Offering Exemption applies to companies with specific
requirements, mostly that the issuer has 80% assets, gross revenues and net proceeds located
within 1 specific state (see page 431)
SEC Rule 504 correct answers Applies to Regulation D and can be used for offerings of up to $1
Million
SEC Rule 505 correct answers Applies to Regulation D and can be used for offerings of up to $5
Million
SEC Rule 506 correct answers Applies to Regulation D and can be used for offerings of any size
Regulation A correct answers Authorizes the SEC to exempt small securities offering from
registrations if they comply (see page 430)
Regulation D correct answers establishes 3 exemptions from registration for private placements
of equity or debt securities (see pg 432)
Regulation FD correct answers Designed to promote the disclosure of material information to
individual investors simultaneous with securities market professionals.
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