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§338 (including its various subsections such as §338(h)(10) of the Internal Revenue Code correct answers permits, if all conditions are met, a stock sale to be treated as an asset sale for tax purposes. This allows the seller the benefits of a stock sale (i.e. clean exit of the business) and provi...

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 is...

Fairness opinion correct answers -objective and independent analysis performed for a fee by a third party -not required by law; does not give 3rd party fiduciary responsibilities Necessity of fairness opinions correct answers -good for large, complex transactions, that are not clearly based on c...

Associated Person correct answers Any natural person who is registered or has applied for registration; partners, officers, directors, etc., of a member; FINRA By-laws Article III, Section 3 correct answers Addresses ineligibility of certain persons for membership or association; Board of FINRA c...

What does the Corporate Finance Department (CFD) of FINRA do? correct answers Examines fairness of compensation to underwriters, including spread and additional expenses What 5 documents does the syndicate manager submit to the Corporate Finance Department (CFD)? correct answers Registration Stat...

How many days before ____ must PRE14A be filed correct answers 10 calendar days before DEF14A DEF14A must be filed with SEC and send to shareholders ____ days before ______ correct answers 20 calendar days before shareholder meeting A tender offer must be made available to shareholders for at ...

FINRA and SEC Registration correct answers A broker-dealer must register with FINRA and the SEC to lawfully conduct securities businesses. Not an endorsement, and to suggest registration is an edorsement is considered fraudulent and deceptive Trust Indenture Act correct answers Cannot mandate tha...

Securities Act of 1933 refresh correct answers -regulates new issue market -all securities must be registered for lawful sale unless the securities are exempt or the transaction is exempt -must be submitted to the SEC, but doesn't mean the SEC approves - just reviews for disclosure Subchapter ...

The rule addressing the required disclosures to investors in a corporate transaction is known as correct answers Regulation M-A. Regulation M-A requires investors to receive a summary terms sheet with a series of plain English disclosures regarding the proposed transaction. It applies to issuer tend...

To loosen credit, the Federal Reserve Board might take all of the following actions EXCEPT correct answers reducing taxes Which of the following is TRUE regarding the preliminary proxy statements? correct answers Preliminary merger proxy statements are always required to be filed with the SEC but...

Brokers Dealer A and Broker Dealer B are co-bookrunners on a debt offering for XYZ Co, Inc. BD A has a 30% allocation, BD B has a 20% allocation, and other underwriters share the remainder. During price talk between the co-bookrunners and XYZ, the deal is expected to raise between $400 million and...

What priority of the debtor's assets does an attorney representing a company in bankruptcy have? correct answers Fees for bankruptcy attorneys have a claim after secured creditors but before recent employee wages. Company A and Company B have similar P/E ratios. Company A is expected to grow ear...

Trust indenture correct answers A trust indenture cannot mandate that a trustee repay all creditors in full in an event of default, because this is not feasible. Cross-default clause correct answers A cross-default clause triggers a debt default if the issuer defaults on any of its other debt obl...

Which description is true with regard to a 424(b) document? A) The 424(b) is a mandated report that focuses on internal control certifications under the Sarbanes Oxley Act. B) The 424(b) is the final prospectus. C) A 424(b) is an amended S-1. D) The receipt of a 424(b) must be confirmed in ...