Series 65 - Unit 8 - Federal Securities Regulation
Series 65 - Unit 8 - Federal Securities Regulation
Exam (elaborations)
Series 65 - Unit 8 - Federal Securities Regulations || Already Passed.
6 views 0 purchase
Course
Series 65 - Unit 8 - Federal Securities Regulation
Institution
Series 65 - Unit 8 - Federal Securities Regulation
Investment contract according to 1933 act correct answers - Investment of money
- Common enterprise
- Expectation of profit
- Results solely from the effort of other
Underwriter correct answers - Buys securities from an issuer with intention of selling it
- Does not include brokerage firm ...
Series 65 - Unit 8 - Federal Securities Regulations || Already
Passed.
Investment contract according to 1933 act correct answers - Investment of money
- Common enterprise
- Expectation of profit
- Results solely from the effort of other
Underwriter correct answers - Buys securities from an issuer with intention of selling it
- Does not include brokerage firm earning commission on retail sale to public
Tombstone advertisement correct answers - Only identifies security, price, and underwriters
- Not considered a prospectus
Prospectus correct answers - Must offer security for sale or confirm the sale of one
Exempted securities under 1933 act (at federal level) correct answers - Any security
issued/guaranteed by government (all levels)
- Commercial paper with maturity <270 days, money must be for working capital
- Security for religion, education, charitable, purposes, etc.
- Railroad equipment trusts
- Federal or state bank securities
Securities exempt at federal but not state level correct answers - Rule 147 issue - issuer sells
entire issue to only people in the same state
- Enable people to raise local money
- Business must operate primarily in the state
- Resales of security only to people within the state for first 9 months after issue
- 80% - gross revenue, proceeds for business peruposes, assets in the state
Registration statement correct answers - Discloses material information about the issue and is
signed by key executives and board of directors
- Include information like - purpose of issue, financials, articles of incorporation, etc.
Cooling off period correct answers - Minimum 20 days following registration statement - begins
before registration becomes effective
- No soliciting sales during this period but can receive indications of interest
- Just waiting for SEC to clear the registration statement
Cooling off period - stop order correct answers - SEC stops all underwriting if they suspect fraud
or conditions not met
Preliminary prospectus correct answers - Available to any potential buyer who expresses interest
from the time the issue is filed with the SEC until the effective date when it can be sold
- Not a sale confirmation, registration statement, or final offering price
, Cooling off period - what is allowed for underwriters correct answers - Take indications of
interest
- Distribute preliminary prospectuses
- Publish tombstone advertisements about potential availability of securities
Cooling off period - what is not allowed for underwriters correct answers - Make offers to sell
securities
- Take orders
- Distribute sales literature or advertising material
Rule 482 (omitting) prospectus - conditions (5) correct answers - Allowed for investment
companies and describes mutual fund advertisements
- Information taken from regular prospectus
- State clearly where the prospectus came from
- Must urge investors to read prospectus
- Statements of past performance must have disclaimers/disclosures
- Advertisement cannot be used to purchase shares - only with application in the prospectus
SEC disclaimer correct answers - Included in every prospectus on the front page
- Securities not approved/disapproved by the securities, SEC not passing on the accuracy
Time limit for suing under 1933 act correct answers - Earlier of one year after discovery of the
violation or three years after the date of action
SEC Rule 506 Regulation D correct answers - Provides an exemption for offers/sales to no more
than 35 purchasers
- Accredited investors do not count toward the limit
- Cannot have any general solicitation or advertisements
- Helps get around need for prospectus
SEC Rule 501 correct answers - Defines accredited investor
-- Bank, insurance, or registered investment company
-- Employee benefit plan - decision made by RIA or plan has $5MM+
-- Charitable organization, corporation, or partnership with $5MM+
-- Directors, executive officers, general partners of the issuer
-- Individual with liquid assets >$1MM or income greater than $200k, does not include primary
residence
Form D correct answers - Filed with the SEC no later than 15 days after the first sale
- Requires basic info about issuer and offer
- Federally covered securities - no state law can restrict or regulate these securities
- States can require notice
JOBS Act - Section 506(c) correct answers - Permits advertising on private placements under
Regulation D
The benefits of buying summaries with Stuvia:
Guaranteed quality through customer reviews
Stuvia customers have reviewed more than 700,000 summaries. This how you know that you are buying the best documents.
Quick and easy check-out
You can quickly pay through credit card or Stuvia-credit for the summaries. There is no membership needed.
Focus on what matters
Your fellow students write the study notes themselves, which is why the documents are always reliable and up-to-date. This ensures you quickly get to the core!
Frequently asked questions
What do I get when I buy this document?
You get a PDF, available immediately after your purchase. The purchased document is accessible anytime, anywhere and indefinitely through your profile.
Satisfaction guarantee: how does it work?
Our satisfaction guarantee ensures that you always find a study document that suits you well. You fill out a form, and our customer service team takes care of the rest.
Who am I buying these notes from?
Stuvia is a marketplace, so you are not buying this document from us, but from seller FullyFocus. Stuvia facilitates payment to the seller.
Will I be stuck with a subscription?
No, you only buy these notes for $10.99. You're not tied to anything after your purchase.