Series 79 class summary || with 100% Correct Answers.
How many days before ____ must PRE14A be filed correct answers 10 calendar days before
DEF14A
DEF14A must be filed with SEC and send to shareholders ____ days before ______ correct
answers 20 calendar days before shareholder meeting
A tender offer must be made available to shareholders for at least.... correct answers 20 business
days
14D-9 target's BoD must _____within _____ days of the schedule TO offering correct answers
respond with recommendation
within 10 business days
Final syndicate settlement must occur within _____ days following _____ correct answers 90
days following the syndicate settlement date (when syndicate gets shares before selling to public)
currency transaction report must be filed within ____ days of _______ correct answers 15 days
of a cash deposit over $10,000
suspicious activity report must be filed within _____ of _____ correct answers 30 days of
learning of the suspicious activity
when can investment bankers preview research reports prior to publication correct answers
never!
(old rule: confirm factual info)
Reg A correct answers applies to small issues
exemption that says issuers can raise up to $50 mm in 12 month period
(old rule was $5 mm)
Rule 147 correct answers intrastate offering can be sold to non resident after 6 months
old rule 9 months
Reg D exemptions correct answers Private placements up to $5 mm can be sold to unlimited
amount of accredited or nonaccredited investors
old rule: $1 mm
Reg M - small issuer correct answers ADTV under $100,000
,OR
public float under $25 million
5 day restricted
what types of issuers are restricted for 5 days under Reg M correct answers small issuers
ADTV under $100,000 OR public float under $25 million
what types of issuers are restricted for 1 day under Reg M correct answers medium issuers
ADTV >= $100,000
AND
public float >= $25 mm
Reg M medium issuers correct answers ADTV >= $100,000
AND
public float >= $25 mm
1 day restriction
Reg M restricted days of 5/1 apply to the days until _____ is complete correct answers
distribution
Reg M Restricted period applies to correct answers restricts bidding, purchasing and soliciting
Reg M, Rule 102 applies to. . . correct answers all insiders, affiliates, and selling securities
holders (VC, BoD, the company, etc)
Reg M rule 101 applies to correct answers all distribution participants (underwriter, prospective
underwriter, BD distributing shares)
Reg M rule 101 states that distribution participants include... correct answers underwriters
prospective underwriters
broker dealers distributing shares
Reg M rule 101 excepted activities correct answers ongoing/dissemination of research reports
unsolicited broker transactions
, exercise of rights/warrants/options
bona-fide transactions (pre programmed trading)
Rule 144A transactions
passive market making
Reg M rule 102 excepted activities correct answers odd lot transactions
closed end investment company transactions
exercise of securities, warrants, options
unsolicited purchases
rule 144A transactions
when in the IPO timeline does the Reg M restricted period take place correct answers end of
cooling off until post effective/pricing (until distribution is complete)
Reg M rule 103 correct answers allows Passive market making (PSMM)
can bid and purchase at best independent bid
What is passive market making correct answers bid and purchase at best independent bid
Reg M rule 104 correct answers stabilization
what is it called when underwriters can support the price by offering a new fixed price after it
trades on secondary market correct answers stabilizatoin
goal of stabilization correct answers prevent decline in market price
how many stabilization bids can be entered correct answers one
how long can the stabilizing agent stabilize in post-effective period correct answers indefinitely
how much stock can a stabilizing agent purchase correct answers unlimited
rule that applies to stabilizing correct answers Reg M rule 104
stabilizing bids may be entered at.... correct answers the lower of
-POP
OR
-highest bid on primary exchange
How many days before ____ must PRE14A be filed correct answers 10 calendar days before
DEF14A
DEF14A must be filed with SEC and send to shareholders ____ days before ______ correct
answers 20 calendar days before shareholder meeting
A tender offer must be made available to shareholders for at least.... correct answers 20 business
days
14D-9 target's BoD must _____within _____ days of the schedule TO offering correct answers
respond with recommendation
within 10 business days
Final syndicate settlement must occur within _____ days following _____ correct answers 90
days following the syndicate settlement date (when syndicate gets shares before selling to public)
currency transaction report must be filed within ____ days of _______ correct answers 15 days
of a cash deposit over $10,000
suspicious activity report must be filed within _____ of _____ correct answers 30 days of
learning of the suspicious activity
when can investment bankers preview research reports prior to publication correct answers
never!
(old rule: confirm factual info)
Reg A correct answers applies to small issues
exemption that says issuers can raise up to $50 mm in 12 month period
(old rule was $5 mm)
Rule 147 correct answers intrastate offering can be sold to non resident after 6 months
old rule 9 months
Reg D exemptions correct answers Private placements up to $5 mm can be sold to unlimited
amount of accredited or nonaccredited investors
old rule: $1 mm
Reg M - small issuer correct answers ADTV under $100,000
,OR
public float under $25 million
5 day restricted
what types of issuers are restricted for 5 days under Reg M correct answers small issuers
ADTV under $100,000 OR public float under $25 million
what types of issuers are restricted for 1 day under Reg M correct answers medium issuers
ADTV >= $100,000
AND
public float >= $25 mm
Reg M medium issuers correct answers ADTV >= $100,000
AND
public float >= $25 mm
1 day restriction
Reg M restricted days of 5/1 apply to the days until _____ is complete correct answers
distribution
Reg M Restricted period applies to correct answers restricts bidding, purchasing and soliciting
Reg M, Rule 102 applies to. . . correct answers all insiders, affiliates, and selling securities
holders (VC, BoD, the company, etc)
Reg M rule 101 applies to correct answers all distribution participants (underwriter, prospective
underwriter, BD distributing shares)
Reg M rule 101 states that distribution participants include... correct answers underwriters
prospective underwriters
broker dealers distributing shares
Reg M rule 101 excepted activities correct answers ongoing/dissemination of research reports
unsolicited broker transactions
, exercise of rights/warrants/options
bona-fide transactions (pre programmed trading)
Rule 144A transactions
passive market making
Reg M rule 102 excepted activities correct answers odd lot transactions
closed end investment company transactions
exercise of securities, warrants, options
unsolicited purchases
rule 144A transactions
when in the IPO timeline does the Reg M restricted period take place correct answers end of
cooling off until post effective/pricing (until distribution is complete)
Reg M rule 103 correct answers allows Passive market making (PSMM)
can bid and purchase at best independent bid
What is passive market making correct answers bid and purchase at best independent bid
Reg M rule 104 correct answers stabilization
what is it called when underwriters can support the price by offering a new fixed price after it
trades on secondary market correct answers stabilizatoin
goal of stabilization correct answers prevent decline in market price
how many stabilization bids can be entered correct answers one
how long can the stabilizing agent stabilize in post-effective period correct answers indefinitely
how much stock can a stabilizing agent purchase correct answers unlimited
rule that applies to stabilizing correct answers Reg M rule 104
stabilizing bids may be entered at.... correct answers the lower of
-POP
OR
-highest bid on primary exchange
