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An offering statement requires less disclosure compared to a registration statement.

A) True
B) False

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________ requires that any profits made by a statutory insider on transactions involving short-swing profits belong to the corporation.


A) Section 5 of the Securities Act of 1933
B) Section 12 of the Securities Act of 1933
C) Section 16(b) of the Securities Exchange Act of 1934
D) SEC Rule 10b5-1

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

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What is insider trading? How is it regulated in the U.S.A?

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Insider trading occurs when a company em...

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It is legal for a company employee to make a profit by personally purchasing shares of the corporation prior to public release of favorable information.

A) True
B) False

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________ permits issuers to sell up to $5 million of securities to the public during a 12-month period, pursuant to a simplified registration process.


A) SEC Rule 506
B) Section 12 of the Securities Act of 1933
C) Section 5 of the Securities Act of 1934
D) Regulation A

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

Correct Answer

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Blue-sky laws are state laws that regulate the issuance and trading of securities.

A) True
B) False

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A registration statement need not contain details on how the proceeds from the offering will be used.

A) True
B) False

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Defendants cannot assert a due diligence defense against liabilities arising from the violation of Section 11 of the Securities Act of 1933.

A) True
B) False

Correct Answer

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Which of the following is true of Section 11 of the Securities Act of 1933?


A) It permits injured private parties to bring criminal action against fraudulent registration statements filed by issuers.
B) It imposes liability on those who are negligent in not discovering the fraud.
C) It allows an issuer to assert a due diligence defense against the imposition of Section 11 liability.
D) It cannot be imposed on cases involving negligent omission of a material fact in a registration statement.

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

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Interests in oil, gas, and mineral rights are considered statutorily defined securities.

A) True
B) False

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Distinguish between nonissuer exemption, intrastate offering exemption, and private placement exemption.

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Nonissuer exemption refers to an exempti...

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Which of the following is true of Small Company Offering Registration (SCOR) form?


A) SCOR forms can only be used for raising more than $1 million through sale of securities.
B) SCOR forms are available to both domestic and foreign companies.
C) SCOR forms that have been completed act as the offering circular for potential investors.
D) SCOR forms have to be completed by the issuee before purchasing securities.

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

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List the securities exempt from registration with the SEC.

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Certain securities are exempt from regis...

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A(n) ________ is a flexible standard for defining a security.


A) red herring prospectus
B) investment contract
C) certificate of interest
D) debenture

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

Correct Answer

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In order to be found guilty for violation of Rule 10b-5, intentional conduct (scienter)must be proven.

A) True
B) False

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The Securities Act of 1933 regulates the purchase and sale of securities online.

A) True
B) False

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Which of the following is enough to prove a violation of Section 10(b) and Rule 10b-5?


A) nonexemption status
B) scienter
C) aiding and abetting
D) negligent conduct

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

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The issuer is permitted to assert a due diligence defense against the imposition of Section 11 liability.

A) True
B) False

Correct Answer

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The ________ is a federal statute that permits the SEC to obtain a civil penalty of up to three times the illegal benefits received from insider trading.


A) Securities Act
B) Securities Exchange Act
C) Insider Trading Sanctions Act
D) SEC Rule 506

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

Correct Answer

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An investor who has purchased an unregistered security can rescind their purchase, but not recover damages.

A) True
B) False

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