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Which of the following is not an example of material information under Section 10(b) and Rule 10(b) -5?


A) A change in the status of litigation against the company.
B) A change in dividends.
C) A new product, process, or discovery.
D) Any change in the financial status of the company.
E) A contract for the sale of corporate assets or for the purchase of assets.

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

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Which of the following is not considered an accredited investor?


A) Any natural person whose annual income has been at least $200,000 for the two previous years and expects to make at least $200,000 in the current year.
B) Any corporation or partnership with total assets in excess of $5 million.
C) Insiders of the issuers, such as executive officers or directors.
D) Colleges and universities.
E) Any natural person who has a net worth of at least $500,000.

F) A) and E)
G) A) and C)

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Which of the following permits the SEC to seek punishment of violators of foreign securities laws?


A) The Sarbanes-Oxley Act of 2002
B) The Securities Acts Amendments of 1990
C) The Market Reform Act of 1990
D) The Securities Enforcement Remedies and Penny Stock Reform Act of 1990
E) The National Securities Markets Improvement Act of 1996

F) A) and E)
G) C) and E)

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Which of the following is a person who controls,is controlled by,or is in common control with the issuer?


A) An affiliate
B) An associate
C) A partner
D) A holder
E) A tipper

F) B) and D)
G) A) and B)

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For which of the following is George liable?


A) His own profits and also the profits of Frank.
B) His own profits and also the profits of both Frank and Linda.
C) His own profits regardless of whether he knew he was trading in information that had not been made public.
D) Only his own profits and those of Linda.
E) Only his own profits and then only if it can be shown that he knew or should have known that the material information was not public.

F) C) and D)
G) All of the above

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Which of the following allows the SEC to suspend securities trading if prices vary excessively in a short time period?


A) The Sarbanes-Oxley Act of 2002
B) The Securities Acts Amendments of 1990
C) The Market Reform Act of 1990
D) The Securities Enforcement Remedies and Penny Stock Reform Act of 1990
E) The National Securities Markets Improvement Act of 1996

F) A) and B)
G) A) and C)

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In which of the following prohibited practices,if any,was Linda engaged by purchasing the shares after she found out about the merger?


A) Insider trading
B) Outlaw trading
C) Presidential trading
D) Officer profiting
E) She did not engage in any prohibited practices because as president, she had the legal right to profit from the upcoming sale.

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

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Alice,a certified public accountant (CPA) made mistakes in auditing the financial statements of ABC Company,a publicly traded corporation.Although Alice later became aware of the mistake and knew ABC was soliciting investors,she kept quiet about it,and ABC proceeded to sell stock without revealing the error.After ABC went bankrupt,investors sued Alice alleging that she had primary liability under federal securities law.Which of the following is the most likely result assuming the court follows the reasoning of David Overton and Jerome I.Kransdorf v.Todman & Co.,CPAs,P.C.and Trien,Rosenberg,Rosenberg,Weinberg,Ciullo & Fazzari,the case in the text involving a similar situation?


A) That while Alice had a duty to correct her opinion, she could not be held primarily liable under federal securities law.
B) That Alice had no duty to correct her opinion in regard to investors because her contract was only with ABC Company, and the investors had no right to rely upon it.
C) That Alice had a duty to correct her opinion and that she could be held primarily liable under federal securities law.
D) That Alice had no duty to correct her opinion unless the facts establish that one or more investors specifically asked her about the results of the audit in which event she could be held primarily liable under federal securities law if she failed to disclose the mistake.
E) That Alice had a duty to correct her opinion only if the mistake resulted from gross negligence on her part in which event she would also have a duty to disclose the mistake to any potential investors.

F) B) and C)
G) A) and E)

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The SEC issues opinions regarding the worth of securities.

A) True
B) False

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What is a proxy solicitation and how is it regulated by the SEC?

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The process of obtaining authority to vo...

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Under the Securities Exchange Act of 1934,executive officers are not considered statutory insiders.

A) True
B) False

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Which of the following is true regarding Bruno's sale of securities before the effective date of registration?


A) He will be able to avoid liability if he can establish the due diligence defense.
B) He will be able to avoid liability if he can establish that the investors who purchased stock early were aware that the securities were sold before the effective date of registration.
C) He will be able to avoid liability if he can establish that the sales before the effective date did not directly result in any losses to investors.
D) That is not a violation of the securities laws.
E) He will almost certainly be liable because the 1933 act provides no defenses for that violation.

F) A) and C)
G) None of the above

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Which of the following created the Public Company Accounting Oversight Board to regulate public accounting firms?


A) The Sarbanes-Oxley Act of 2002
B) The Securities Acts Amendments of 1990
C) The Market Reform Act of 1990
D) The Securities Enforcement Remedies and Penny Stock Reform Act of 1990
E) The National Securities Markets Improvement Act of 1996

F) A) and B)
G) A) and C)

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Which of the following references stock and bonds issued by corporations to raise capital for corporate expansion?


A) Acknowledgements
B) Securities
C) Stock and bond options
D) Investment options
E) Funding agreements

F) D) and E)
G) C) and E)

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Which of the following refer to state securities laws?


A) Pink-sky laws
B) Blue-sky laws
C) Orange-sky laws
D) Brown-ground laws
E) Green-grass laws

F) C) and D)
G) A) and B)

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Which of the following is true regarding who may be considered an insider under the Securities Exchange Act of 1934?


A) Only directors are considered insiders
B) Only employees are considered insiders
C) Any shareholder is considered an insider along with all directors and all employees
D) Directors, officers, and anyone who receives private information regarding the trading of securities may be considered insiders
E) Only directors, officers, and majority shareholders are considered insiders

F) B) and D)
G) C) and D)

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Which of the following is the period beginning when an issuer begins to think about issuing securities and ends when the issuer files the registration statement and prospectus with the SEC?


A) The initial filing period
B) The beginning filing period
C) The prefiling period
D) The required filing period
E) The waiting period

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

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A[n] ______ prospectus is a prospectus with a warning written in red print at the top of the page warning investors that the registration has been filed with the SEC but has not yet been approved.


A) Red-line
B) Red-herring
C) Red-fish
D) Bait
E) Advertising

F) C) and D)
G) A) and D)

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Which of the following is true regarding examples of securities?


A) Debentures, warrants, bonds, and stocks are all securities.
B) Warrants and stocks are securities, but debentures and bonds are not.
C) Stocks, warrants, and bonds are securities, but debentures are not.
D) Stocks, warrants, and debentures are securities, but bonds are not.
E) Stocks and bonds are securities, but debentures and warrants are not.

F) B) and C)
G) All of the above

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The Securities and Exchange Commission is headed by how many individuals?


A) 50
B) 25
C) 20
D) 10
E) 5

F) All of the above
G) C) and E)

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