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Which of the following permits the SEC to exempt persons,securities,and transactions from securities regulations?


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

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

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The concept of insider trading is based on the ________ theory of tort law.


A) negligence
B) assumption of risk
C) misappropriation
D) conversion
E) fraudulent misrepresentation

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

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How many individuals head the Securities and Exchange Commission?


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

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

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Issuers are subject to either federal securities regulations or state securities laws,known as blue-sky laws,but not both.

A) True
B) False

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Considering Johan received the information from Aurelia and acted upon it by purchasing stock,which of the following terms best describes Johan's role?


A) Providee
B) Provider
C) Tipper
D) Tippee
E) There is no descriptive term for Johan because he did nothing wrong

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

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Which of the following is true regarding Isaiah's plan to rely on the due diligence defense?


A) He will be able to do so only if he can establish that the purchasers would have had reasonable grounds to question the prospectus had they reviewed it with due diligence.
B) He will be able to do so if he can establish that the purchasers would have had reasonable grounds to question either the registration statement or the prospectus had they reviewed them with due diligence.
C) He will not be able to use that defense unless he can establish that he reviewed the registration statement and the prospectus,and had reasonable grounds to believe that the registration statement was accurate with no omission of material facts.
D) He will not be able to rely on that defense because he is an issuer.
E) He will be able to do so only if he can establish that the purchasers would have had reasonable grounds to question the registration statement had they reviewed it with due diligence.

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

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Considering Johan provided information about the asset purchase to Charlie,which of the following terms best describes Johan's role?


A) Providee
B) Tippee
C) Tipper
D) Provider
E) There is no descriptive term for Johan because he did nothing wrong.

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

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An investor is entitled to bring a civil suit to recover his or her losses if the investor purchased securities and suffered damages as a result of an issuer's false or misleading statement.

A) True
B) False

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[RockOut Investors] Kassie,the president of RockOut,Inc. ,intends to line up celebrities in the music industry to invest in her recording company.Kassie has targeted 70 individuals to whom RockOut will make the private offer,although she knows not all of them are millionaires.Kassie is thrilled when her attorney tells her she does not have to register with the SEC and she does not have to waste her time providing financial information,in fact,the SEC does not ever have to be involved because it is a private offering.Kassie's attorney also suggests spreading the word about the securities in an effort to obtain more investors. -Is Kassie's attorney correct that she does not have to register with the SEC?


A) Yes,but only if she has no more than 55 unaccredited investors.
B) Yes,but only if she has no more than 65 unaccredited investors.
C) Yes,the private placement exemption allows firms to issue an unlimited number of securities to an unlimited number of accredited investors.
D) Yes,but only if she has no more than 35 unaccredited investors.
E) Yes,the private placement exemption allows firms to issue an unlimited number of securities to an unlimited number of investors.

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

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In Securities and Exchange Commission v.Mutual Benefits Corp. ,the case in the text involving whether a viatical settlement investment is an investment contract under securities laws,how did the appellate court rule?


A) That a viatical settlement investment is not an investment contract because such contracts are void as against public policy.
B) That a viatical settlement investment is not an investment contract because no significant post-purchase activity takes place in such contracts,and the expectation of profits is not therefore based solely on the efforts of the promoter or a third party.
C) That a viatical settlement investment is an investment contract because no significant post-purchase activity took place,thereby establishing the dependence of profits on the presale activities of the promoter.
D) That a viatical settlement investment is not an investment contract because profit depends entirely upon the mortality of the insured.
E) That a viatical settlement investment is an investment contract in that investors were offered and sold an investment in a common enterprise in which they were promised profits that were dependent on the efforts of the promoters.

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

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


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

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

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Which is the correct term for the practice of an owner of a particular stock telling other investors about the virtues of the stock,artificially increasing demand for the stock,and causing an increase in price,only to sell it for a quick profit?


A) Pumping and dumping
B) Increasing and decreasing
C) Marketing and selling
D) Inflating and deflating
E) Pushing and pulling

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

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Profits made from the sale of company stock by a statutory insider within any six-month period are called _.


A) Short-term profits
B) Tippee payments
C) Insider profits
D) Bounty payments
E) Short-swing profits

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

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Assuming requirements are satisfied,which of the following,if any,may allow Marley to avoid registration with the SEC if she proceeds with her plan to offer securities only to friends without advertisement?


A) The private placement exemption
B) The limited exemption
C) The accredited exemption
D) The unadvertised exemption
E) There is no such exemption to registration requirements

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

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For which of the following is Charlie liable?


A) His own profits and also the profits of Johan.
B) Only his own profits and those of Aurelia.
C) 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.
D) His own profits regardless of whether he knew he was trading in information that had not been made public.
E) His own profits and also the profits of both Johan and Aurelia.

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

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

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

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Executive officers are not considered statutory insiders under the Securities Exchange Act of 1934.

A) True
B) False

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[Coffee Shops] Marley wants to open a chain of coffee shops but needs some investors.Her friend Marc tells her that she should be sure that she satisfies the requirements of the SEC.Marc tells her that she has to provide information to the SEC involving a description of the securities,an explanation of how proceeds will be used,information regarding the management of the company and other matters.He tells her that she also has to provide a document to the SEC that will be provided as an advertising tool to potential investors who can rely on it to decide whether they should buy the securities.Marley says that she does not want to do that.She explains to Marc that insofar as the coffee shop venture is concerned,she does not want to advertise,and she only wants to offer securities to a limited number of wealthy friends.Particularly,she has her friend Annaliese in mind,who has a net worth of at least $3 million. -Which of the following is the term for the document referenced by Marc which contains information provided to the SEC including a description of the securities,an explanation of how proceeds will be used,information regarding the management of the company and other matters?


A) Marc was wrong,and there is no such document.
B) A reference statement.
C) A confirmation statement.
D) A registration statement.
E) An acknowledgement statement.

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

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Which of the following is true regarding federal acts regulating securities transactions?


A) The Securities Act of 1933 is a federal act regulating securities transactions,but the Securities Exchange Act of 1934 and the Anti-Fraud Securities Act of 2001 are not.
B) The Securities Act of 1933,the Securities Exchange Act of 1934,and the Anti-Fraud Securities Act of 2001 are all federal acts regulating securities transactions.
C) The Anti-Fraud Securities Act of 2001 and the Securities Act of 1933 are federal acts regulating securities transactions,but the Securities Exchange Act of 1934 is not.
D) The Anti-Fraud Securities Act of 2001 and the Securities Exchange Act of 1934 are federal acts regulating securities transactions,but the Securities Act of 1933 is not.
E) The Securities Exchange Act of 1934 and the Securities Act of 1933 are federal acts regulating securities transactions,but the Anti-Fraud Securities Act of 2001 is not.

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

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Is Kassie's attorney correct that the SEC does not have to be involved because this is a private placement situation?


A) No,under the private placement exemption,while issuers do not have to register securities with the SEC,issuers must notify the SEC of any sales made under the exemption.
B) No,under the private placement exemption,issuers must register securities with the SEC and notify the SEC of any sales made under the exemption.
C) Yes,under the private placement exemption,issuers do not have to register securities with the SEC.
D) Yes,under the private placement exemption,issuers are permitted,but not required,to notify the SEC of any sales made under the exemption.
E) No,under the private placement exemption,issuers must either register securities with the SEC or notify the SEC of any sales made under the exemption.

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

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