Series 79 CH 10: Syndicate Settlement And Regulati
Series 79 CH 10: Syndicate Settlement and Regulati
Exam (elaborations)
Series 79 CH 10: Syndicate Settlement and Regulations || with Complete Solutions.
10 views 0 purchase
Course
Series 79 CH 10: Syndicate Settlement and Regulati
Institution
Series 79 CH 10: Syndicate Settlement And Regulati
Prospectus delivery requirements correct answers -securities may not be sold or delivered in connection with these transactions unless accompanied or preceded by a prospectus
-preceded means prior to the vote of security holders
Underwriting agreement correct answers -written contract between i...
Series 79 CH 10: Syndicate Settlement and Regulations ||
with Complete Solutions.
Prospectus delivery requirements correct answers -securities may not be sold or delivered in
connection with these transactions unless accompanied or preceded by a prospectus
-preceded means prior to the vote of security holders
Underwriting agreement correct answers -written contract between issuer and investment
banking firm in syndicate
-spread, over-allotment options, warrants to underwriters, right of first refusal, costs each party
will be responsible for
AAU correct answers -syndicate contract, master underwriting agreement, or purchase group
agreement
-lead manager, authority for form selling group, expected terms of offering, each underwriters
responsiblities and liabilities
-allocates shares, and describes retentions
Corporate financing rule correct answers -regulates underwriting terms of most public offerings
-have to file specific documents with FINRA's corporate financing department
-before deal can happen, BD has to receive the go from finra
Corporate financing rule parts correct answers -3 copies of UA, AAU and related agreements
-final registration statement
-list of underwriting syndicate members
-statement of any association or affiliation by a member with any officer or director of issuer
-explanation of any arrangements entered into by firm and issuer during 80 day period
Underwriting comp correct answers -FINRA will exam if compensation is fair and reasonable
-review all of items of value underwriter is receiving:
Items of value correct answers -spread
-fees
-securities
-reimbursements for expenses that are issuer expenses
-right of first refusal
FINRA prohibited arrangements correct answers -reimbursement for general overhead
-any right of first refusal lasting more than 3 years
-cinvertible securities lasting more than 5 years
-any tail fees lasting more than 2 years
Road show includes correct answers -PPT that stick to facts
-copy of most recent red herring for each investor
-don't hand out private company info
, -don't show internal docs
-no media reps
-no research analysts
During offering period, communications should be coordinated so that: correct answers -follow
customary formats
-avoid forecasts
-do not mention proposed public offering
-do not speculate on when registration becomes effective
During cooling off period correct answers -can't hint at when the IPO is happening, but EGC are
allowed to test the waters
Offerings at the market correct answers -cannot say that securities are offered at the market,
unless such a market exists and has not been made by syndicate
-SEC deems this as manipulative
Exemptions from state registration correct answers -securities listed on national exchanges do
not have to register with state
-still have to comply with state laws though
Fixed price offerings correct answers -lead manager sets the public offering price prior to
publication of prospectus, and without regard to book building activity
-cannot sell to an investor at a discounted price if doing this
Fully marketed offering correct answers -consists of a couple week road show
-greatest risk of not generating enough interest
-most common
On-day marketed offering correct answers -issuer files a registration statement 24 hours before
the anticipated effective date and prices the deal after the close of trading the next day
-usually used with follow on equity sales
Overnight marketed offering correct answers -file registration right before close, and requet
effectiveness the next day before markets open
-least risk
Conflict of interest occurs if correct answers -issuer is a BD
-issuer is owned at least 10% by BD
-issuer owned by at least 10% of associated person
-issuer will use at least 5% of proceeds to pay BD
-issuer intends to become a BD
If conflict of interest, can't participate unless correct answers -nature of conflict is prominently
disclosed
-member complies with certain net capital, discretionary account, and filing requirements
The benefits of buying summaries with Stuvia:
Guaranteed quality through customer reviews
Stuvia customers have reviewed more than 700,000 summaries. This how you know that you are buying the best documents.
Quick and easy check-out
You can quickly pay through credit card or Stuvia-credit for the summaries. There is no membership needed.
Focus on what matters
Your fellow students write the study notes themselves, which is why the documents are always reliable and up-to-date. This ensures you quickly get to the core!
Frequently asked questions
What do I get when I buy this document?
You get a PDF, available immediately after your purchase. The purchased document is accessible anytime, anywhere and indefinitely through your profile.
Satisfaction guarantee: how does it work?
Our satisfaction guarantee ensures that you always find a study document that suits you well. You fill out a form, and our customer service team takes care of the rest.
Who am I buying these notes from?
Stuvia is a marketplace, so you are not buying this document from us, but from seller FullyFocus. Stuvia facilitates payment to the seller.
Will I be stuck with a subscription?
No, you only buy these notes for $10.79. You're not tied to anything after your purchase.
