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Components Assembly Corporation is a public company that is poised to issue securities that do not qualify for an exemption from registration. This means that the company must


A) file a registration statement with the SEC.
B) issue the securities through an online registration site.
C) refrain from issuing the securities to unregistered investors.
D) register the securities with a national securities exchange.

E) B) and C)
F) None of the above

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Mars Mission Inc. is a regulated publicly held corporation. Under the Securities Act of 1934, Mars is required to


A) contribute to the operations of national stock exchanges.
B) disclose information about its organization and financial situation.
C) engage in market surveillance to deter undesirable practices.
D) all of the choices.

E) None of the above
F) All of the above

Correct Answer

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Grain Mills Corporation is required to register its securities under Section 12 of the Securities Exchange Act of 1934. Section 14(a) of the act regulates


A) the declaration of dividends by the firm's board of directors.
B) the later re-registration of the firm's securities.
C) the short-swing activities of the firm's insiders.
D) the solicitation of proxies from the firm's shareholders.

E) A) and C)
F) C) and D)

Correct Answer

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While the Securities and Exchange Commission reviews a registration statement for completeness, most issuers can distribute a free-writing prospectus.

A) True
B) False

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United Delivery Corporation is a public company whose shares are traded in the public securities markets. Under the Securities Act of 1933, United Delivery is required to


A) buy or sell its securities only on a national security exchange.
B) register its securities transactions unless they qualify for an exemption.
C) invest its own managerial or entrepreneurial efforts.
D) issue instruments representing corporate ownership or debt.

E) B) and D)
F) A) and D)

Correct Answer

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To raise $120 million to expand operations, Primo Inc. makes a stock offering directly to sixty accredited investors and twenty sophisticated, but unaccredited investors. The firm plans to notify the SEC of sales. Under the Securities Act of 1933, this issue may qualify as an exempt transaction


A) as is.
B) if all of the investors are also given material information about the firm.
C) if the offering is also made to the general public.
D) under no circumstances.

E) B) and C)
F) B) and D)

Correct Answer

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Orbital Flights Inc. is required to register its securities under Section 12 of the Securities Exchange Act of 1934. This means that, with respect to Orbital, Section 16(b) of the act covers


A) the declaration of dividends by Orbital's board of directors.
B) the later re-registration of Orbital's securities.
C) the short-swing activities of Orbital's insiders.
D) the solicitation of proxies from Orbital's shareholders.

E) B) and D)
F) All of the above

Correct Answer

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Issuers of securities offerings must comply with either federal or state securities laws, but not both concurrently.

A) True
B) False

Correct Answer

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The key to liability under Section 10(b)of the Securities Exchange Act of 1934 and SEC Rule 10b-5 is whether information omitted or misrepresented in connection with the purchase or sale of a security is material .

A) True
B) False

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Exemptions from federal securities laws are also exemptions from state securities laws.

A) True
B) False

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The definition of security in the Securities Act of 1933 includes interests that involve the right to buy a security on a national security exchange.

A) True
B) False

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Misrepresenting facts in a registration statement or prospectus is known as puffery and does not violate the Securities Act of 1933.

A) True
B) False

Correct Answer

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