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FINRA Series 79 Exam Review 162 Questions with Verified Answers,100% CORRECT
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FINRA Series 79 Exam Review 162 Questions with Verified Answers
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FINRA Series 79 Exam Review 162 Questions with VerifiedAnswers
A person who has not been registered for the past three years has now become
newly registered with another broker-dealer. With regard to Regulatory Element,
this representative... - CORRECT ANSWER 1) Must take the appropriate module as
if subject the program for the first time
2) Must complete the Regulatory Element within a 120-day period that begins
with the second anniversary of their registration
NOTE:
- have to re-do if you have left the securities industry for more than 2 YEARS
- the program is completed 120 days after the second anniversary after initial
registration but THREE YEARS thereafter
At what point during the sale process does the financing provider typically
commit to the final staple terms and conditions? - CORRECT ANSWER During the
second round of the sale process, prior to submission of final bids.
When is a Schedule 14-D9 supposed to be filed? - CORRECT ANSWER Within 10
business days of a Schedule TO Filing
-
Proxy statement - CORRECT ANSWER In a one-step merger transaction, the target
obtains approval from its shareholders through a vote at a shareholder meeting -
prior to the vote, the target provides appropriate disclosure to the shareholders
via a proxy statement.
Contains a summary of the background/terms of the transaction, a description of
the financial analysis underlying the fairness opinions of the financial advisers, a
copy of the definitive agreement, and summary and pro forma financial data.
,Proxy statement is filed with the SEC under the codes PREM14A and DEFM14A
Schedule TO - CORRECT ANSWER Filing made after the acquirer mails an offer to
purchase to the target's shareholder's for a tender offer.
In response to the tender offer, the target files a Schedule 14D-9 within 10
business days of commencement which contains a recommendation from the
target's board of directors on how to respond to the tender offer, typically
includes a fairness opinion
NOTE: Schedule TO filed by ACQUIRER
vs. Schedule 14-D9 filed by TARGET
Schedule 13D - CORRECT ANSWER Required for anyone who acquires more than
5% of a voting class of a public company's common stock. In addition to acquirers,
it may be required of traders and arbitrageurs who participate in tenders for
profit
Schedule 14(d) - CORRECT ANSWER Required under the '33 Act, provides public
information about entities involved in tenders, other than the acquirer
Regulation A - CORRECT ANSWER A public offering is EXEMPT from SEC
registration if the amount of securities offered does not exceed $5 million in any
12 month period
- permits shareholders to sell up to 1.5 million of securities - this sale counts
against the 5 million total
- if you claim this exception you must file an offering statement with the SEC for
review (consists of notification, offering circular, and exhibits)
Advantages: financial statements are simpler & do not need to be audited, there
are no Exchange Act reporting obligations unless the company has more than
$10mm in total assets, Filing with the SEC is less expensive than with the normal
process
Regulation A+ - CORRECT ANSWER Two tiers of registration exempt offerings:
, Tier 1: eligible issues may offer and sell up to $20mm of securities in a 12 month
period of which no more than $6mm may constitute secondary sales by security
holders
Tier 2: Issuers may offer and sell up to $50mm of securities in a 12 month period
of which no more than $15mm may constitute secondary sales by affiliates
Both must be accompanied by financial statements for the previous 2 fiscal years.
Tier 2 must be audited and requires annual reports to be filed.
Rule 147 - CORRECT ANSWER = Intrastate offering exemption
- Applies to companies that are incorporated in the state where the securities are
to be offered, carry out a significant amount of their business in that state (has
principal office located in state, derives 80% of gross revenues in past 6 months
from state, has 80% of assets located in that state, uses 80% of proceeds from
offering to operate within state), and offer and sell their securities only to
residents of that state
Regulation D - CORRECT ANSWER D FOR DEBT
Establishes three exemptions from registration for private placements of equity
and debt securities. Requires the issuing company to file a notice (Form D) with
SEC within 15 days of the first sales of securities
- allows sales to an unlimited number of accredited investors and up to 35 non-
accredited investors
Accredited investor - CORRECT ANSWER Includes:
- officers and directors of the issuer
- institutions with assets of $5mm and with have legitimate business purposes
- individuals with $200K of net income ($300K if married) and in each of the last 2
years $1mm net worth
Note:
- while banks, insurance companies, and others are accredited investors, there
are certain institutions (i.e. trusts) that need $5mm in assets to be accredited
- employees of the issuer are NOT accredited --> would NOT be solicited in a
private placement
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