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Large accelerated filers Correct Answer.
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Large accelerated filers Correct Answer.
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Series 79 Questions with Correct AnswersLarge accelerated filers Correct Answer-subject to same size
requirement as well seasoned issuers - $700 M of worldwide non
affiliate market cap (voting and non-voting stock)
Schedule 14A Correct Answer-called the "proxy statement". It is
required under the '34 Act prior to a regular or special shareholder
meeting. The information in the proxy must be filed on 14A before
soliciting a shareholder vote.
Regulation A+ Correct Answer-Regulation A+ exempts the registration
of small securities offerings of no more than $50 million in any 12
month period
Form 13F Correct Answer-- manager exceeds $100 M in discretionary
assets.
The manager must file within 45 days of the end of each calendar
quarter.
For an M&A transaction, which company (buyer or seller) will normally
be involved in preparing the registration statement and prospectus?
Correct Answer-Both the acquirer and target company normally prepare
S-4 registration, propsectus, and proxy disclosures.
,Regulation A Correct Answer-Offerings under Regulation A are under
$5 million or less and are qualified for a simplified registration process,
thus being exempt from standard SEC registration requirements
Under Sections 11 and 12 of the Securities Act of 1933, which of the
following entities may be held liable for untrue or omitted information in
a registration statement? Correct Answer-professionals preparing and
certifying reports, all directors and partners of the issuer
Rule 144 Correct Answer-Under Rule 144, a corporate insider can seller
the greater of 1% of the outstanding shares or the average weekly
trading volume over the previous four weeks.
SEC Rule 144 provides a safe harbor permitting the sale of restricted
and affiliate securities, in limited amounts without requiring registration
of the securities sold.
A firm must report to FINRA a change in the person named as its Anti-
Money Laundering Officer within ___ days Correct Answer-30
A tie-in arrangement ____ Correct Answer-A tie-in arrangement
involves underwriting group members making allotments to their
customers only if such customers agree to make additional purchases in
the open market at a subsequent time. This practice is prohibited because
it is manipulative and could artificially influence the market for the
offered security.
,The cooling off period after the filing of a registration statement ends
____ Correct Answer-When the SEC declares the registration effective
Rules 101 and 102 of Regulation M Correct Answer-Rules 101 and 102
of Regulation M address notification requirements for offering
participants. The rules specify that offering participants are required to
make notification to FINRA for distributions of both listed and unlisted
securities, and such notice is required whether or not a restricted period
applies. The notice must include the basis for the determination of the
length of the restricted period which, depending on the liquidity of the
issuer's stock, could begin 5 business days or 1 business day before
pricing of a new issue.
To qualify for an S-3 filing, what is the maximum amount of common
shares that the company may have sold under an S-3 in the previous 12
calendar months? Correct Answer-The limit for an issuer to be able to
file a Form S-3 is one-third or 33.3% of the public float within the
previous 12 calendar months. The public float is defined as shares held
by the public - i.e. not officers, directors or shareholders with a 10%
voting interest.
When is a Schedule 14D-9 required to be filed? Correct Answer-Within
10 business days of Schedule TO filing
Which issuer may use a free writing prospectus regardless of when, or
whether, a registration statement has been filed? Correct Answer-Only
WKSIs may use free writing prospectuses prior to the filing of a
registration statement. This allows WKSIs to make written offers to sell
securities that automatically become part of the free writing prospectus,
, regardless of when or whether a registration has been filed. Given their
size and how widely their securities are held, WKSIs are granted great
latitude through the registration process.
Which valuation multiple is most helpful when valuing divisions of
public companies? Correct Answer-EV/EBIT is helpful in situations
where D&A is unavailable (e.g., when valuing divisions of public
companies) or for companies with high capex.
Hart-Scott-Rodino Act of 1976 Correct Answer-M&A activity
compliance with antitrust guidelines
Form U-4 requires the following info: Correct Answer-• name;
• SSN,
• physical characteristics,
• 5 years of residential address history,
• 10 years of employment experience; and
• education
Subchapter C Corporations are unique because Correct Answer-
recognized as separate taxpaying entities by the IRS. Their profit is
taxed at the corporate level when earned and also taxed to shareholders
when dividends are paid. Put another way, they do not pass through
gains and losses to shareholders.
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