What does the Securities Act of 1933 regulate? correct answers regulates sales of new issues unless they are exempt or the transaction itself is exempt
# of shareholders for C Corp
Where can it be listed?
Tax? correct answers Unlimited # of shareholders, can be listed on public exchanges, ...
Series 79 Unit 1 || A Verified A+ Pass.
What does the Securities Act of 1933 regulate? correct answers regulates sales of new issues
unless they are exempt or the transaction itself is exempt
# of shareholders for C Corp
Where can it be listed?
Tax? correct answers Unlimited # of shareholders, can be listed on public exchanges, no pass
through of gains/losses
# of shareholders for S Corp
Where can it be listed?
Tax? correct answers Up to 100 shares, cannot be listed on exchange and can only be owned by
domestic individuals, passes through gains and losses - no corporate income tax
Registration Process correct answers Pre Registration, Cooling Off, Post-Effective
Pre Registration correct answers prepare disclosure statement, prohibited from discussing with
public
Gun Jumping correct answers Discussing security during pre registration period
Cooling Off correct answers 20 day period after statement is filed, SEC reviews during this
period and underwriters are marketing deal (not allowed to actually sell)
Red Herring correct answers Preliminary Prospectus distributed before Effective Date
Post-Effective correct answers After effective date (date of registration), securities are sold to
public and you finally deal with state registration laws
S-1 correct answers Registration statement for new securities (Long-form)
S-3 correct answers Short form registration used for follow ons
- need to have been public and have float of $75 mm
S-4 correct answers Used to register securities issued as part of M&A
What do registration statements require? correct answers Description of business, use of
proceeds, legal proceedings, Cap Table (everything except for commercial paper), Underwriters
(compensation received), list of insiders (officers/directors/10% shareholders), Financial
statements
, - only for officers and directors also need to include addresses, salaries and 5 year business
history
How long do WKSI's/Seasoned Issuers have before they have to refile? correct answers 130 days
before you have to refile (90 + 40 days after 10Q filing date)
How long do non WKSI's have before they have to refile? correct answers 135 days (90 + 45
days after 10q filing date) before they have to refile
Liabilities due to misleading info in registration statement correct answers issuers,
directors/partners of issuers, bankers, lawyers, accountants who audited financials are liable for
civil penalties of up to 100% of damages
Defenses from misleading info in registration statement correct answers - Withdraw from
transaction and notify SEC (noisy withdrawal)
- Due Diligence Defense
- We believed it to be true at the time (prudent man standard)
Acceleration correct answers Request to SEC if you want to skip cooling off period
When do you not receive a prospectus? correct answers If you have already invested in the IPO,
then you will not receive a prospectus, just receive access to one if you want.
Form 424b correct answers Final Prospectus
How long do you have to wait to publish equity research post IPO? correct answers 10 days
How long do you have to wait to publish equity research post follow on offering? correct
answers In Follow On's, Syndicate Managers have to wait 3 days, general members don't have to
What sized companies do ER firms rules not apply? correct answers Companies with less than 1
billion in revenue
How does something become a research report? correct answers Sent to 15+ people
what must all ER firms disclose when publishing research? correct answers All ER firms must
disclose any prior business with the subject of research within past 12 months
For companies with sub 1 billion, what can research analysts participate in? correct answers
research analysts participate in due diligence and pitches and zero blackout periods (traditionally
can't)
Shelf Registration correct answers Delayed offering where issuer can sell securities at various
times and prices
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