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PRE14A (preliminary proxy) correct answers must be filed with the SEC at least 10 calendar
days prior to filing a definitive proxy with the SEC (DEF 14A)
Preliminary proxies can be kept from public disclosure until they become definitive, but only if
they adhere to certain rules. They must be marked confidential and public communication must
have been limited to a basic Rule 135 announcement. Confidentiality is not allowed in going
private and rollup transactions.
DEF 14A (definitive proxy) correct answers must be filed with SEC and sent to shareholders at
least 20 calendar days prior to shareholder meeting
A tender offer must be made available to shareholders for at least correct answers 20 business
days
14D-9 target board response is due within ____ Schedule TO filing correct answers 10 business
days
Final syndicate settlement must occur within __ days following syndicate settlement date correct
answers 90 days
current transaction report (CTR) must be filed within __ of a cash deposit in excess of $10,000
correct answers 15 days
a suspicious activity report must be filed within ____ of learning of suspicious activity correct
answers 30 days
small issue exemption correct answers allows issuers to raise up to $5mm in 12 month period
rule 147 - intrastate offering exemption - 3 rules: correct answers shares can be resold to non
residents after 6 month holding period;
1) be incorporate or have a principal place of business in the state;
2) carry out a significant amount of business in the state
3) offer and sell securities only to residents of the state for first 6 months holding period
regulation D - private placements of up to ____can be sold to an unlimited number of accredited
and non-accredited investors correct answers $5mm
underwriter due diligence correct answers Underwriters must conduct due diligence on all new
security offerings (stocks and bonds) whether they are IPOs or follow-ons.
misleading statements correct answers Section 11 of the Securities Act of 1933 imposes civil
liability on issuers and
their employees, underwriters, attorneys, and consenting accountants when a registration
statement filed
with the SEC contains a false statement or material omission. An investor harmed by such
misleading
statements should sue the company to be made whole.
section 11 due diligence defense correct answers each party must conduct its own due diligence;
adequate due diligence does not require an attorney's comfort letter only prudent man standard
due diligence is available to all parties except correct answers issuer and non-consenting
accounting
when reviewing a registration statement, best course is ___ correct answers identify it as
misleading to legal counsel so that it can be corrected
, Signatures on a registration statement correct answers issuer's CEO, CFO, controller, and
majority of board
key items in a '33 Act registration statement (e.g. a Form S-1) include: correct answers -audited
financial statements (financials are considered outdated after 130 days for WKSI s and seasoned
issuers and 135 days for all other issuers)
-a cap table
-details of offering (price, total size, gross spread)
-registration statement is not required to include forward looking financial projections (but it
may)
gun jumping correct answers in 30 days prior to issuer deciding to pursue a new issue / filing a
registration statement, it must be careful to avoid disclosing any information
red herring and tombstone ad can be used to market a deal ____ correct answers before it is
effective (during cooling off period)
FWP (Free Writing Prospectus) correct answers used to provide additional info to that found in
preliminary prospectus (i.e. term sheets, glossy product pamphlets, websites); they MUST be
filed on day of first use
WKSIs may use FWPs: correct answers before filing a registration statement (during pre-
registration period, cooling off period, post-effective period)
seasoned and unseasoned issuers may use FWPs: correct answers after filing a registration
statement (during cooling-off and pot-effective period)
ineligible issuers (SPACs, blank check companies, late filers, bankrupt) may use FWPs: correct
answers never
FWPs are prepared by: correct answers issuer, attorneys, accountants; never by
UNDERWRITER
Red Herring (Preliminary Prospectus) correct answers will never contain the offering price; 5
copies of each version must be filed with the SEC no later than when each copy is first
distributed to potential investors
Blue Sky Laws correct answers securities, underwriters, bankers must all be appropriately
registered in all states where securities are sold
effectiveness correct answers once SEC declares registration statement effective, underwriter can
confirm IOIs; issuer must now file 10 copies of final prospectus including final offering price
and delivers prospectus to all purchasers
prospectus can be delivered electronically correct answers access = delivery
delayed filing correct answers issuers may file the final prospectus (incl pricing and number of
shares) with the SEC up to 15 business days after effective date
syndicate settlement date correct answers within 90 days following syndicate settlement date
(date the issuer delivers the securities to syndicate members)
_____ must be immediately notified of any delay in final settlemnet of an underwriting correct
answers syndicate manager
any prospectus that is more than ____ months old may no t include any financial info that is
more than ___ months old correct answers 9 months / 16 months
following the effective date, underwriters are prohibited from publishing research for a certain
number of days: correct answers for IPOs - 10 days for a syndicate manager / members
for follow-on offerings: 3 days for a syndicate manager; no blackout period for members
for EGCs: research can be published immediately
PRE14A (preliminary proxy) correct answers must be filed with the SEC at least 10 calendar
days prior to filing a definitive proxy with the SEC (DEF 14A)
Preliminary proxies can be kept from public disclosure until they become definitive, but only if
they adhere to certain rules. They must be marked confidential and public communication must
have been limited to a basic Rule 135 announcement. Confidentiality is not allowed in going
private and rollup transactions.
DEF 14A (definitive proxy) correct answers must be filed with SEC and sent to shareholders at
least 20 calendar days prior to shareholder meeting
A tender offer must be made available to shareholders for at least correct answers 20 business
days
14D-9 target board response is due within ____ Schedule TO filing correct answers 10 business
days
Final syndicate settlement must occur within __ days following syndicate settlement date correct
answers 90 days
current transaction report (CTR) must be filed within __ of a cash deposit in excess of $10,000
correct answers 15 days
a suspicious activity report must be filed within ____ of learning of suspicious activity correct
answers 30 days
small issue exemption correct answers allows issuers to raise up to $5mm in 12 month period
rule 147 - intrastate offering exemption - 3 rules: correct answers shares can be resold to non
residents after 6 month holding period;
1) be incorporate or have a principal place of business in the state;
2) carry out a significant amount of business in the state
3) offer and sell securities only to residents of the state for first 6 months holding period
regulation D - private placements of up to ____can be sold to an unlimited number of accredited
and non-accredited investors correct answers $5mm
underwriter due diligence correct answers Underwriters must conduct due diligence on all new
security offerings (stocks and bonds) whether they are IPOs or follow-ons.
misleading statements correct answers Section 11 of the Securities Act of 1933 imposes civil
liability on issuers and
their employees, underwriters, attorneys, and consenting accountants when a registration
statement filed
with the SEC contains a false statement or material omission. An investor harmed by such
misleading
statements should sue the company to be made whole.
section 11 due diligence defense correct answers each party must conduct its own due diligence;
adequate due diligence does not require an attorney's comfort letter only prudent man standard
due diligence is available to all parties except correct answers issuer and non-consenting
accounting
when reviewing a registration statement, best course is ___ correct answers identify it as
misleading to legal counsel so that it can be corrected
, Signatures on a registration statement correct answers issuer's CEO, CFO, controller, and
majority of board
key items in a '33 Act registration statement (e.g. a Form S-1) include: correct answers -audited
financial statements (financials are considered outdated after 130 days for WKSI s and seasoned
issuers and 135 days for all other issuers)
-a cap table
-details of offering (price, total size, gross spread)
-registration statement is not required to include forward looking financial projections (but it
may)
gun jumping correct answers in 30 days prior to issuer deciding to pursue a new issue / filing a
registration statement, it must be careful to avoid disclosing any information
red herring and tombstone ad can be used to market a deal ____ correct answers before it is
effective (during cooling off period)
FWP (Free Writing Prospectus) correct answers used to provide additional info to that found in
preliminary prospectus (i.e. term sheets, glossy product pamphlets, websites); they MUST be
filed on day of first use
WKSIs may use FWPs: correct answers before filing a registration statement (during pre-
registration period, cooling off period, post-effective period)
seasoned and unseasoned issuers may use FWPs: correct answers after filing a registration
statement (during cooling-off and pot-effective period)
ineligible issuers (SPACs, blank check companies, late filers, bankrupt) may use FWPs: correct
answers never
FWPs are prepared by: correct answers issuer, attorneys, accountants; never by
UNDERWRITER
Red Herring (Preliminary Prospectus) correct answers will never contain the offering price; 5
copies of each version must be filed with the SEC no later than when each copy is first
distributed to potential investors
Blue Sky Laws correct answers securities, underwriters, bankers must all be appropriately
registered in all states where securities are sold
effectiveness correct answers once SEC declares registration statement effective, underwriter can
confirm IOIs; issuer must now file 10 copies of final prospectus including final offering price
and delivers prospectus to all purchasers
prospectus can be delivered electronically correct answers access = delivery
delayed filing correct answers issuers may file the final prospectus (incl pricing and number of
shares) with the SEC up to 15 business days after effective date
syndicate settlement date correct answers within 90 days following syndicate settlement date
(date the issuer delivers the securities to syndicate members)
_____ must be immediately notified of any delay in final settlemnet of an underwriting correct
answers syndicate manager
any prospectus that is more than ____ months old may no t include any financial info that is
more than ___ months old correct answers 9 months / 16 months
following the effective date, underwriters are prohibited from publishing research for a certain
number of days: correct answers for IPOs - 10 days for a syndicate manager / members
for follow-on offerings: 3 days for a syndicate manager; no blackout period for members
for EGCs: research can be published immediately
