Series 79 Exam Review Questions &
Answers ( Latest 2025 )
A person who has not been registered for the past three
years has now become newly registered with another
broker-dealer. With regard to Regulatory Element, this
representative... - CORRECT ANSWERS ✔✔1) Must
take the appropriate module as if subject the program for
the first time
2) Must complete the Regulatory Element within a 120-
day period that begins with the second anniversary of
their registration
NOTE:
- have to re-do if you have left the securities industry for
more than 2 YEARS
- the program is completed 120 days after the second
anniversary after initial registration but THREE YEARS
thereafter
At what point during the sale process does the financing
provider typically commit to the final staple terms and
conditions? - CORRECT ANSWERS ✔✔During the
second round of the sale process, prior to submission of
final bids.
,Series 79 Exam Review Questions &
Answers ( Latest 2025 )
When is a Schedule 14-D9 supposed to be filed? -
CORRECT ANSWERS ✔✔Within 10 business days of a
Schedule TO Filing
-
Proxy statement - CORRECT ANSWERS ✔✔In a one-
step merger transaction, the target obtains approval from
its shareholders through a vote at a shareholder meeting
- prior to the vote, the target provides appropriate
disclosure to the shareholders via a proxy statement.
Contains a summary of the background/terms of the
transaction, a description of the financial analysis
underlying the fairness opinions of the financial advisers,
a copy of the definitive agreement, and summary and pro
forma financial data.
Proxy statement is filed with the SEC under the codes
PREM14A and DEFM14A
Schedule TO - CORRECT ANSWERS ✔✔Filing made
after the acquirer mails an offer to purchase to the
target's shareholder's for a tender offer.
,Series 79 Exam Review Questions &
Answers ( Latest 2025 )
In response to the tender offer, the target files a Schedule
14D-9 within 10 business days of commencement which
contains a recommendation from the target's board of
directors on how to respond to the tender offer, typically
includes a fairness opinion
NOTE: Schedule TO filed by ACQUIRER
vs. Schedule 14-D9 filed by TARGET
Schedule 13D - CORRECT ANSWERS ✔✔Required for
anyone who acquires more than 5% of a voting class of a
public company's common stock. In addition to acquirers,
it may be required of traders and arbitrageurs who
participate in tenders for profit
Schedule 14(d) - CORRECT ANSWERS ✔✔Required
under the '33 Act, provides public information about
entities involved in tenders, other than the acquirer
Regulation A - CORRECT ANSWERS ✔✔A public
offering is EXEMPT from SEC registration if the amount of
securities offered does not exceed $5 million in any 12
month period
, Series 79 Exam Review Questions &
Answers ( Latest 2025 )
- permits shareholders to sell up to 1.5 million of
securities - this sale counts against the 5 million total
- if you claim this exception you must file an offering
statement with the SEC for review (consists of
notification, offering circular, and exhibits)
Advantages: financial statements are simpler & do not
need to be audited, there are no Exchange Act reporting
obligations unless the company has more than $10mm in
total assets, Filing with the SEC is less expensive than
with the normal process
Regulation A+ - CORRECT ANSWERS ✔✔Two tiers of
registration exempt offerings:
Tier 1: eligible issues may offer and sell up to $20mm of
securities in a 12 month period of which no more than
$6mm may constitute secondary sales by security
holders
Tier 2: Issuers may offer and sell up to $50mm of
securities in a 12 month period of which no more than
$15mm may constitute secondary sales by affiliates
Answers ( Latest 2025 )
A person who has not been registered for the past three
years has now become newly registered with another
broker-dealer. With regard to Regulatory Element, this
representative... - CORRECT ANSWERS ✔✔1) Must
take the appropriate module as if subject the program for
the first time
2) Must complete the Regulatory Element within a 120-
day period that begins with the second anniversary of
their registration
NOTE:
- have to re-do if you have left the securities industry for
more than 2 YEARS
- the program is completed 120 days after the second
anniversary after initial registration but THREE YEARS
thereafter
At what point during the sale process does the financing
provider typically commit to the final staple terms and
conditions? - CORRECT ANSWERS ✔✔During the
second round of the sale process, prior to submission of
final bids.
,Series 79 Exam Review Questions &
Answers ( Latest 2025 )
When is a Schedule 14-D9 supposed to be filed? -
CORRECT ANSWERS ✔✔Within 10 business days of a
Schedule TO Filing
-
Proxy statement - CORRECT ANSWERS ✔✔In a one-
step merger transaction, the target obtains approval from
its shareholders through a vote at a shareholder meeting
- prior to the vote, the target provides appropriate
disclosure to the shareholders via a proxy statement.
Contains a summary of the background/terms of the
transaction, a description of the financial analysis
underlying the fairness opinions of the financial advisers,
a copy of the definitive agreement, and summary and pro
forma financial data.
Proxy statement is filed with the SEC under the codes
PREM14A and DEFM14A
Schedule TO - CORRECT ANSWERS ✔✔Filing made
after the acquirer mails an offer to purchase to the
target's shareholder's for a tender offer.
,Series 79 Exam Review Questions &
Answers ( Latest 2025 )
In response to the tender offer, the target files a Schedule
14D-9 within 10 business days of commencement which
contains a recommendation from the target's board of
directors on how to respond to the tender offer, typically
includes a fairness opinion
NOTE: Schedule TO filed by ACQUIRER
vs. Schedule 14-D9 filed by TARGET
Schedule 13D - CORRECT ANSWERS ✔✔Required for
anyone who acquires more than 5% of a voting class of a
public company's common stock. In addition to acquirers,
it may be required of traders and arbitrageurs who
participate in tenders for profit
Schedule 14(d) - CORRECT ANSWERS ✔✔Required
under the '33 Act, provides public information about
entities involved in tenders, other than the acquirer
Regulation A - CORRECT ANSWERS ✔✔A public
offering is EXEMPT from SEC registration if the amount of
securities offered does not exceed $5 million in any 12
month period
, Series 79 Exam Review Questions &
Answers ( Latest 2025 )
- permits shareholders to sell up to 1.5 million of
securities - this sale counts against the 5 million total
- if you claim this exception you must file an offering
statement with the SEC for review (consists of
notification, offering circular, and exhibits)
Advantages: financial statements are simpler & do not
need to be audited, there are no Exchange Act reporting
obligations unless the company has more than $10mm in
total assets, Filing with the SEC is less expensive than
with the normal process
Regulation A+ - CORRECT ANSWERS ✔✔Two tiers of
registration exempt offerings:
Tier 1: eligible issues may offer and sell up to $20mm of
securities in a 12 month period of which no more than
$6mm may constitute secondary sales by security
holders
Tier 2: Issuers may offer and sell up to $50mm of
securities in a 12 month period of which no more than
$15mm may constitute secondary sales by affiliates
