Series 79 - Rules And Regulations || With A+ Guara
Series 79 - Rules and Regulations || with A+ Guara
Exam (elaborations)
Series 79 - Rules and Regulations || with A+ Guaranteed Solutions.
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Series 79 - Rules and Regulations || with A+ Guara
Institution
Series 79 - Rules And Regulations || With A+ Guara
Form U4 correct answers When registering with a broker-dealer, all RRs are required to complete this Uniform
Application for Securities Industry Registration which discloses:
10-year employment history
Any felony convictions, convictions for securities-related misdemeanors, or actions
taken b...
Series 79 - Rules and Regulations || with A+ Guaranteed
Solutions.
Form U4 correct answers When registering with a broker-dealer, all RRs are required to
complete this Uniform
Application for Securities Industry Registration which discloses:
10-year employment history
Any felony convictions, convictions for securities-related misdemeanors, or actions
taken by a U.S. or foreign securities regulator that have occurred within the past 10
years
− All of these make a person subject to Statutory Disqualification or SD
By signing Form U4, a registered person agrees to use arbitration as a means of resolving
disputes that involve his employer. By agreeing to arbitration, the registrant waives his
right to civil litigation; however, this does not apply to claims that involve employee
discrimination or sexual harassment.
Form U5 correct answers The Uniform Termination Notice for Securities Industry Registration is
a form that must be
provided to an RR by his B/D within 30 days of termination. The form indicates whether
the termination was voluntary or involuntary.
Forms 10-K and 10-Q correct answers Forms 10-K and 10-Q require firms to have how much
$M AUM and X amount of non-accredited shareholders?
Form 8-K correct answers Filed within four business days for any material event that could
affect the issuer's share
price or financial condition
Form 3
(Insider Reporting) correct answers Filed within 10 calendar days to provide the SEC with
notification of having achieved
insider status. Insiders are defined as officers, directors, and owners of more than 10% of
an issuer's voting securities.
Form 4
(Insider Reporting) correct answers Filed within two business days to provide the SEC with
notification of any changes in an
insider's position
Schedule 13D correct answers This schedule is filed by any person who acquires more than 5%
of an issuer's equity.
Schedule 13D is filed with the issuer, the exchange on which the stock trades, and the SEC
within 10 days.
A passive investor with 20% beneficial ownership must file Schedule 13D
This is the BEST source of information for determining the most recent largest
,shareholders.
Schedule 13G correct answers Schedule 13G is filed by a passive investor of beneficial
ownership of 5% +
5%+ = 45 calendar days of calendar year end
10% = filed at the end of the month
20% = file a schedule 13D
Schedule 13F correct answers This schedule is filed quarterly by institutional investment
managers ($100M+ in equity securities / assets) that exercise
investment discretion; it is filed regardless of
SEC registration status of the filer.
Filed 45 calendar days of quarter-end.
Form 14A
PROXY (Two types:, regular annual proxy and special or merger related proxy) correct answers
Proxy Statements (used when a vote is required by shareholders)
A definitive proxy is filed with the SEC on the same day it is sent to shareholders. In some
cases (e.g., business combinations and M&As), a preliminary proxy must be filed with the
SEC for prior review.
-The preliminary proxy statement must be filed with the SEC at least 10 days prior to
the date that the definitive proxy is sent to shareholders.
-A definitive proxy must be sent to shareholders 20 days prior to meeting
Form S-1 correct answers This registration form is used for most IPOs (long-form) or for issuers
that are not eligible
for filing Form S-3
Form S-3 correct answers This short-form registration statement is used by issuers that have been
SEC reporting
companies for at least 12 months and have $75 million public float in voting and nonvoting
common equity.
Form S-4 correct answers When new securities are being offered in connection with a merger,
Form S-4 is required
to be filed by the acquirer and a proxy is required to be issued by the target.
The target's shareholders vote on the approval of merger, while the acquirer's
shareholders vote on issuing shares to be used in the merger.
Schedule 13E-3 correct answers This schedule is filed when an issuer or affiliate of the issuer
(not a third party) plans to
go private. Shareholders are required to vote (proxy) and be provided with a summary
term sheet. Schedule 13E-3 may be used for reverse stock splits or LBOs.
,Tender offer (no vote is required by shareholders)
Schedule TO correct answers A tender offer is a solicitation by the issuer or a third party to
purchase securities (usually
at a premium) for a limited period. In addition to 13D, Schedule TO is filed by any person
who makes a tender offer and becomes owner of more than 5% of a company
Offers must be kept open for 20 business days.
If the terms are amended, the offer must remain open for at least 10 business days
from the amendment.
No open market transactions are permitted.
− Persons making the TO cannot purchase the same security or convertible in the
open market during duration of the offer.
Shareholders can tender shares ONLY if they have a net long position on the shares
(options must be exercised to be included).
Schedule 14D-9 correct answers This schedule is filed by certain persons (the issuer and other
owners of the company) and
includes recommendations or solicitations that relate to the TO. Essentially, it becomes the
target's official stance on the offer.
Rule 10b-18 correct answers Prevents an issuer from manipulating either the opening or closing
price
Allows issuer bids and purchases; safe harbor includes the following:
− No purchases at the opening of trading or at the end-of-the-day
− Bids may not be at a price higher than last independent bid or last sale price
− Purchase volume may not exceed 25% of ADTV over the last four weeks
− Use of only one broker-dealer is permitted
Regulation FD correct answers Created to protect retail investors.
If material, non-public information is improperly disclosed, the information must be
disseminated to the public. If the disclosure was intentional, issuer must file public
statement immediately; however, if it was unintentional, it must do so within 24 hours.
Trust Indenture Act of 1939 correct answers Requires a trustee that is appointed by the issuer to
act in the bondholders' best interest;
applies only to corporate debt.
Rule 137 correct answers BDs may publish research reports when they are not acting as
underwriters
Rule 138 correct answers BDs may publish research reports when they are acting as underwriters
for another class of
security (e.g., if the issuer's common stock is under registration, a BD may comment on its
non-convertible debt).
, Rule 139 correct answers If the issuer is a reporting company or WKSI, BDs may publish reports
when they are acting
as underwriters for the underlying security if they are continuing their regular coverage.
Sarbanes-Oxley correct answers SARBOX establishes disclosure and corporate governance rules
for publicly traded
companies and makes senior management more directly accountable for the company's
internal control system and its release of financial information to the public.
Financial information must be certified by CEO and CFO ("Signing Officers")
Rule 14d-10 correct answers In a tender offer, there is no preferential pricing; therefore, all
shareholders must be
offered the same price regardless of their ownership position. Rule 14d-10, which is also
referred to as the BEST PRICE rule, provides an exception if the compensation is approved
by the compensation committee of the target.
Hart-Scott-Rodino Anti-Trust Act (HSR Act) correct answers This federal antitrust act requires
certain parties to file notice with the FTC before a merger
deal may be completed.
The merger may not be completed until 30 days after notice is filed (15 days if the
transaction is all cash).
HSR also requires financial investors to file and comply with a 30-day waiting period
unless the purpose is for investment purposes only.
Regulation MA correct answers This regulation is designed to facilitate communications and
disclosures which are made by companies engaged in M&A transactions. Under this rule,
summary term sheets provide
shareholders with all of the pertinent information about the transaction.
Securities that are exempt from SEC registration correct answers U.S. government or agency
securities
Municipal bonds
Short-term debt (maturity less than 270 days) - Commercial paper
Commercial bank securities
Securities issued by non-profit organizations
Regulation A+ correct answers Exempt transaction for small businesses
Offering limited to $50 million over 12 months
− No more than $15 million (30% of the amount offered) may be on behalf of selling
shareholders
Offering circular must be filed with the SEC
Testing the waters is allowed
Rule 147 correct answers Intra-state exemption available to issuers that sell within ONE state:
Issuer must have its "principal place of business" in that state and satisfy any one of the
following four requirements:
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