Large accelerated filers correct answers subject to same size requirement as well seasoned issuers - $700 M of worldwide non affiliate market cap (voting and non-voting stock)
Schedule 14A correct answers called the "proxy statement". It is required under the '34 Act prior to a regular or specia...
Series 79 || Questions and 100% Verified Answers.
Large accelerated filers correct answers subject to same size requirement as well seasoned
issuers - $700 M of worldwide non affiliate market cap (voting and non-voting stock)
Schedule 14A correct answers called the "proxy statement". It is required under the '34 Act prior
to a regular or special shareholder meeting. The information in the proxy must be filed on 14A
before soliciting a shareholder vote.
Regulation A+ correct answers Regulation A+ exempts the registration of small securities
offerings of no more than $50 million in any 12 month period
Form 13F correct answers - manager exceeds $100 M in discretionary assets.
The manager must file within 45 days of the end of each calendar quarter.
For an M&A transaction, which company (buyer or seller) will normally be involved in
preparing the registration statement and prospectus? correct answers Both the acquirer and target
company normally prepare S-4 registration, propsectus, and proxy disclosures.
Regulation A correct answers Offerings under Regulation A are under $5 million or less and are
qualified for a simplified registration process, thus being exempt from standard SEC registration
requirements
Under Sections 11 and 12 of the Securities Act of 1933, which of the following entities may be
held liable for untrue or omitted information in a registration statement? correct answers
professionals preparing and certifying reports, all directors and partners of the issuer
Rule 144 correct answers Under Rule 144, a corporate insider can seller the greater of 1% of the
outstanding shares or the average weekly trading volume over the previous four weeks.
SEC Rule 144 provides a safe harbor permitting the sale of restricted and affiliate securities, in
limited amounts without requiring registration of the securities sold.
A firm must report to FINRA a change in the person named as its Anti-Money Laundering
Officer within ___ days correct answers 30
A tie-in arrangement ____ correct answers A tie-in arrangement involves underwriting group
members making allotments to their customers only if such customers agree to make additional
purchases in the open market at a subsequent time. This practice is prohibited because it is
manipulative and could artificially influence the market for the offered security.
The cooling off period after the filing of a registration statement ends ____ correct answers
When the SEC declares the registration effective
,Rules 101 and 102 of Regulation M correct answers Rules 101 and 102 of Regulation M address
notification requirements for offering participants. The rules specify that offering participants are
required to make notification to FINRA for distributions of both listed and unlisted securities,
and such notice is required whether or not a restricted period applies. The notice must include the
basis for the determination of the length of the restricted period which, depending on the
liquidity of the issuer's stock, could begin 5 business days or 1 business day before pricing of a
new issue.
To qualify for an S-3 filing, what is the maximum amount of common shares that the company
may have sold under an S-3 in the previous 12 calendar months? correct answers The limit for an
issuer to be able to file a Form S-3 is one-third or 33.3% of the public float within the previous
12 calendar months. The public float is defined as shares held by the public - i.e. not officers,
directors or shareholders with a 10% voting interest.
When is a Schedule 14D-9 required to be filed? correct answers Within 10 business days of
Schedule TO filing
Which issuer may use a free writing prospectus regardless of when, or whether, a registration
statement has been filed? correct answers Only WKSIs may use free writing prospectuses prior
to the filing of a registration statement. This allows WKSIs to make written offers to sell
securities that automatically become part of the free writing prospectus, regardless of when or
whether a registration has been filed. Given their size and how widely their securities are held,
WKSIs are granted great latitude through the registration process.
Which valuation multiple is most helpful when valuing divisions of public companies? correct
answers EV/EBIT is helpful in situations where D&A is unavailable (e.g., when valuing
divisions of public companies) or for companies with high capex.
Hart-Scott-Rodino Act of 1976 correct answers M&A activity compliance with antitrust
guidelines
Form U-4 requires the following info: correct answers • name;
• SSN,
• physical characteristics,
• 5 years of residential address history,
• 10 years of employment experience; and
• education
Subchapter C Corporations are unique because correct answers recognized as separate taxpaying
entities by the IRS. Their profit is taxed at the corporate level when earned and also taxed to
shareholders when dividends are paid. Put another way, they do not pass through gains and
losses to shareholders.
Book-building correct answers - marketing new issue during cooling off period
- road shows
- distributes red herring and FWPs
, Total fee spread correct answers The total spread to the syndicate is the manager's fee of plus the
full takedown (include underwriting fees)
selected dealer agreement correct answers A selected dealer agreement specifies the terms
between the managing underwriter and the selling group members. Selling group members act as
agents because they have no financial responsibility for unsold securities. Distributions subject to
a selected dealer agreement include both registered and exempt securities (e.g. municipal bonds).
The Trust Indenture Act of 1939 correct answers The regulation that requires the appointment of
an independent fiduciary to act on behalf of bondholders and periodic filing of financial
information by corporate issuers is
A preliminary proxy must be filed with the SEC how long before definitive proxies are first sent
to shareholders? correct answers At least 10 calendar days prior
In which SEC filing would a fairness opinion typically be located? correct answers DEFM14A is
the definitive proxy statement filed by a target company in order to obtain approval from its
shareholders for a given deal through a vote at a shareholder meeting. The proxy statement
contains a summary of the background and terms of the transaction, a description of the financial
analysis underlying the fairness opinion(s) of the financial advisor(s), a copy of the definitive
purchase/sale agreement ("definitive agreement"), and summary and pro forma financial data (if
applicable, depending on the form of consideration).
In accordance with the Securities Exchange Act of 1934, an issuer that repurchases its own
outstanding stock correct answers May purchase shares through only one broker-dealer each day
during normal market hours
Can purchase no more than 25% of the average daily trading volume
Prior to the sale of a fixed price IPO, a member must have obtained a representation of an
investor's eligibility to invest in IPOs within the previous correct answers 12 months
Which U.S. government securities cannot be traded on the secondary market? correct answers
US Savings Bonds
Eurodollar correct answers A Eurodollar bond is issued in a country outside of the United States
but denominated in U.S. dollars. Because Eurodollar bonds are issued outside the U.S. they are
not subject to registration with the SEC.
In order to qualify as a WKSI, an issuer must have a non-affiliate market capitalization of at least
correct answers 700 Million Worldwide
SIPC Coverage limit correct answers $500K, with 250K of uninvested cash
U-4 Amended correct answers within 30 days of change
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