reg 1-2 a 1252021

  1. Practicing before the IRS includes

    --------------------------------------------

    -------------------------------------------


    -------------------------------------------
    Practicing before the IRS includes

    -Representing a taxpayer at conferences, hearings, or meetings with the IRS

    -Preparing necessary documents and filing them with the IRS for a taxpayer


    -Rendering written advice with respect to any entity, transaction, plan, or arrangement having a potential for tax avoidance or evasion
  2. Practicing before the IRS includes

    -----------------------------------

    ------------------------------------


    -----------------------------------
    Practicing before the IRS includes

    -Representing a taxpayer at conferences, hearings, or meetings with the IRS

    -Preparing necessary documents and filing them with the IRS for a taxpayer


    -Rendering written advice with respect to any entity, transaction, plan, or arrangement having a potential for tax avoidance or evasion
  3. The following do not constitute practicing before the IRS:

    -----------------------------------------------

    ---------------------------------------------

    -------------------------------------------------
    The following do not constitute practicing before the IRS:

    -Preparing less than substantially all of a tax return, an amended return, or a claim for refund

    -Furnishing information upon request to the IRS

    -Appearing as a witness for a person
  4. The following persons may practice before the IRS:

    ---------

    --------

    ------------
     
    The following persons may practice before the IRS:

    Attorneys

    CPAs

    Enrolled Agents
  5. A practitioner must not negotiate, including by endorsement, any income tax refund check issued to a client.
    A practitioner must not negotiate, including by endorsement, any income tax refund check issued to a client.
  6. A practitioner must return client records on request, -------------------------------------------. However, the practitioner may retain copies of client records.
    A practitioner must return client records on request, regardless of any fee dispute. However, the practitioner may retain copies of client records.
  7. A practitioner must return client records on request, regardless of any fee dispute. However, the practitioner may -------------------------------------------.
    A practitioner must return client records on request, regardless of any fee dispute. However, the practitioner may retain copies of client records.
  8. A practitioner must return a client’s records on request, -------------------------------------------.
    A practitioner must return a client’s records on request, regardless of any fee dispute.
  9. A reportable transaction is a transaction described in one or more of the following categories:

    ---------------------

    -----------------------------

    ----------------------------

    --------------------------------

    --------------------------


     
    A reportable transaction is a transaction described in one or more of the following categories:

    Listed Transaction

    Transaction of interest

    Sec 165 loss transaction

    Transaction with contractual protection

    confidential transaction
  10. A tax return preparer may rely, if in good faith, upon information furnished by the taxpayer without------------------------------------------------------ However, the preparer may not ignore the implications of the information furnished.
    A tax return preparer may rely, if in good faith, upon information furnished by the taxpayer without having to obtain third-party verification. However, the preparer may not ignore the implications of the information furnished.
  11. The 1933 act regulates the initial offering of------------------------------------------------------------------- with the Securities and Exchange Commission (SEC) prior to sale or an offer to sell.
    The 1933 act regulates the initial offering of securities by requiring the filing of a registration statement with the Securities and Exchange Commission (SEC) prior to sale or an offer to sell.
  12. The 1933 act regulates the initial offering of securities by requiring the filing of a registration statement with the ------------------------------------------ prior to sale or an offer to sell.
    The 1933 act regulates the initial offering of securities by requiring the filing of a registration statement with the Securities and Exchange Commission (SEC) prior to sale or an offer to sell.
  13. State securities laws also apply to initial registration. Each state has adopted its own securities laws, often called -------------------------
    State securities laws also apply to initial registration. Each state has adopted its own securities laws, often called blue-sky laws.
  14. The objectives of the 1933 act are to

    ------------------------------------------------------------- and

    -------------------------------------------------------------
    The objectives of the 1933 act are to

    Disclose to potential investors all material information that may impact their decisions regarding the securities and

    Prevent fraud, deceit, and misrepresentation in initial offerings.
  15. An -----------initially offers a security for sale to the public (generally, to raise money).
    An issuer initially offers a security for sale to the public (generally, to raise money).
  16. An ----------------------- participates in the original offering of securities from the issuer with the intention of distributing the proceeds to the issuer.
    An underwriter participates in the original offering of securities from the issuer with the intention of distributing the proceeds to the issuer.
  17. A --------------- offers, sells, buys, deals, or otherwise trades in securities issued by another. Thus, dealers usually hold securities inventory.
    dealer offers, sells, buys, deals, or otherwise trades in securities issued by another. Thus, dealers usually hold securities inventory.
  18. A --------------- is an agent who executes securities transactions for clients. Brokers do not normally hold inventory.
    broker is an agent who executes securities transactions for clients. Brokers do not normally hold inventory.
  19. A ------------------------------------ does not file under the 1934 act and must file a detailed initial registration statement under the Securities Act of 1933.
    nonreporting issuer does not file under the 1934 act and must file a detailed initial registration statement under the Securities Act of 1933.
  20. An ------------------------------ has reported for at least 3 consecutive years under the 1934 act.
    An unseasoned issuer has reported for at least 3 consecutive years under the 1934 act.
  21. A -------------------------- has filed for at least 1 year under the 1934 act and has a market capitalization of at least $75 million.
    seasoned issuer has filed for at least 1 year under the 1934 act and has a market capitalization of at least $75 million.
  22. A well-known seasoned issuer has filed for at least 1 year under the 1934 act and

    --------------------------------------------------------

    or

    -------------------------------------------------------------
    A well-known seasoned issuer has filed for at least 1 year under the 1934 act and

    Has a worldwide market capitalization of at least $700 million 

    or

    Has issued securities for cash in a registered offering of at least $1 billion of debt or preferred stock in the past 3 years.
  23. A ------------------------------------- has filed for at least 1 year under the 1934 act and

    Has a worldwide market capitalization of at least $700 million 

    or

    Has issued securities for cash in a registered offering of at least $1 billion of debt or preferred stock in the past 3 years.
    well-known seasoned issuer has filed for at least 1 year under the 1934 act and

    Has a worldwide market capitalization of at least $700 million 

    or

    Has issued securities for cash in a registered offering of at least $1 billion of debt or preferred stock in the past 3 years.
  24. The purpose of registration is to---------------------------------------------------------------
    The purpose of registration is to help investors evaluate the merits of securities.
  25. The registration statement is effective on the ----------------------- after filing unless the SEC accelerates the effective date or requires an amendment. A new ------------------------- begins after an amendment.
    The registration statement is effective on the 20th day after filing unless the SEC accelerates the effective date or requires an amendment. A new 20-day period begins after an amendment.
  26. Rule 147 provides a safe harbor for an intrastate offering. The following are the requirements of the safe harbor:

    -----------------------------------------------;

    --------------------------------------------------;

    ----------------------------------------------------;

    ------------------------------------------------------;

    ----------------------------------------------------; and

    ------------------------------------------------------.
    Rule 147 provides a safe harbor for an intrastate offering. The following are the requirements of the safe harbor:

    The issuer is organized or incorporated in the state in which the issue is made;

    80% of the proceeds are to be used in that state;

    80% of its assets are located there, and the issuer does at least 80% of its business (gross revenues) within that state;

    All purchasers and offerees are residents of the state;

    No resales to nonresidents occur for at least 6 months from the date of the sale of the security by the issuer; and

    Steps are taken to prevent interstate distribution.
  27. The issuer may ---------------------- by using broadcast or written advertisements. But no oral communications with buyers are allowed until the SEC receives the advertisements. No sales are allowed until the offering statement is approved by the SEC.
    The issuer may test the waters by using broadcast or written advertisements. But no oral communications with buyers are allowed until the SEC receives the advertisements. No sales are allowed until the offering statement is approved by the SEC.
  28. The issuer may test the waters by using broadcast or written advertisements. But no oral communications with buyers are allowed until the SEC receives the advertisements. No sales are allowed until the ---------------------------- is approved by the SEC.
    The issuer may test the waters by using broadcast or written advertisements. But no oral communications with buyers are allowed until the SEC receives the advertisements. No sales are allowed until the offering statement is approved by the SEC.
  29. The issuer may test the waters by using broadcast or written advertisements. But no oral communications with buyers are allowed until the -------------------------------------. No sales are allowed until the offering statement is approved by the SEC.
    The issuer may test the waters by using broadcast or written advertisements. But no oral communications with buyers are allowed until the SEC receives the advertisements. No sales are allowed until the offering statement is approved by the SEC.
  30. Regulation A has two categories, or Tiers. The criteria for -------------------------------- and ---------------------------------- offerings are as follows:
    Regulation A has two categories, or Tiers. The criteria for Tier 1 (maximum of $20 million) and Tier 2 (maximum of $50 million) offerings are as follows:
  31. Under Tier 1, the number and nature of investors are ---------------------------------------------------------------------
    Under Tier 1, the number and nature of investors are not limited and no ongoing reporting requirements apply.
  32. Under Tier 2, a nonaccredited investor in unlisted securities cannot ---------------------------------------------------------------------------------------------------------------------
    Under Tier 2, a nonaccredited investor in unlisted securities cannot purchase an amount exceeding 10% of the greater of the investor’s net worth or annual income.
  33. ------------------------ investors are all investors who are not accredited investors. ---------------------- investors must be given material information about the issuer, its business, and the securities being offered prior to the sale.
    Nonaccredited investors are all investors who are not accredited investors. Nonaccredited investors must be given material information about the issuer, its business, and the securities being offered prior to the sale.
  34. -------------------------------------- are individuals that meet income or net worth thresholds
    Accredited investors are individuals that meet income or net worth thresholds
  35. Rule 504 permits qualified issuers to sell up to ----------------------------------------------------------------------------------------------------------- Registration is not required, and the issuer need not provide specific financial information. But the issuer must notify the SEC of Rule 504 sales.
    Rule 504 permits qualified issuers to sell up to $5 million of securities during a 12-month period to any number or type of purchasers. Registration is not required, and the issuer need not provide specific financial information. But the issuer must notify the SEC of Rule 504 sales.
  36. Rule 504 permits qualified issuers to sell up to $5 million of securities during a 12-month period to any number or type of purchasers.------------------------------------------------------------------------------------------------------------. But the issuer must notify the SEC of Rule 504 sales.
    Rule 504 permits qualified issuers to sell up to $5 million of securities during a 12-month period to any number or type of purchasers. Registration is not required, and the issuer need not provide specific financial information. But the issuer must notify the SEC of Rule 504 sales.
  37. Rule 506 implements the ------------------------------------ from registration for “transactions by an issuer not involving any public offering.” Rule 506, unlike Rule 504, has no maximum amount.
    Rule 506 implements the private placement exemption from registration for “transactions by an issuer not involving any public offering.” Rule 506, unlike Rule 504, has no maximum amount.
  38. ----------------- implements the private placement exemption from registration for “transactions by an issuer not involving any public offering.” Rule 506, unlike Rule 504, has no maximum amount.
    Rule 506 implements the private placement exemption from registration for “transactions by an issuer not involving any public offering.” Rule 506, unlike Rule 504, has no maximum amount.
  39. Rule 506 implements the private placement exemption from registration for “transactions by an issuer not involving any public offering.” Rule 506, unlike Rule 504, has ----------------------------------------
    Rule 506 implements the private placement exemption from registration for “transactions by an issuer not involving any public offering.” Rule 506, unlike Rule 504, has no maximum amount.
  40. ------------- permits qualified issuers to sell up to $5 million of securities during a 12-month period to any number or type of purchasers. Registration is not required, and the issuer need not provide specific financial information. But the issuer must notify the SEC of ------------
    Rule 504 permits qualified issuers to sell up to $5 million of securities during a 12-month period to any number or type of purchasers. Registration is not required, and the issuer need not provide specific financial information. But the issuer must notify the SEC of Rule 504 sales.
  41. ---------------------- exempts up to $5 million of offers and sales if made only to accredited investors. The number of such investors may be unlimited, and no information is required to be given to them, but general advertising and solicitation are not permitted.
    Section 4(6) exempts up to $5 million of offers and sales if made only to accredited investors. The number of such investors may be unlimited, and no information is required to be given to them, but general advertising and solicitation are not permitted.
  42. Section 4(6) exempts up to $5 million of offers and sales if made only to accredited investors. The number of such investors may be -------------------------------------------------------------------------, but general advertising and solicitation are not permitted.
    Section 4(6) exempts up to $5 million of offers and sales if made only to accredited investors. The number of such investors may be unlimited, and no information is required to be given to them, but general advertising and solicitation are not permitted.
  43. Section 4(6) exempts up to $5 million of offers and sales if made only to accredited investors. The number of such investors may be unlimited, and no information is required to be given to them, but -------------------------------------------------------------.
    Section 4(6) exempts up to $5 million of offers and sales if made only to accredited investors. The number of such investors may be unlimited, and no information is required to be given to them, but general advertising and solicitation are not permitted.
  44. Section 4(6)has the following requirements:


    -------------------------------------------------
    ,
    -------------------------, and

    ------------------------------------.
    Section 4(6)has the following requirements:


    • The SEC must be informed of sales under the exemption
    • ,
    • Resale is restricted, and

    Precautions must be taken to prevent nonexempt or unregistered resales.
  45. The Securities Act of 1933 pertains to an --------------------------.
    The Securities Act of 1933 pertains to an initial public offering.
  46. Securities issued by ------------------------------------ are exempt from registration.
    Securities issued by not-for-profit organizations are exempt from registration.
  47. the 1934 act regulates the ------------------------------------ of securities.
    the 1934 act regulates the secondary distribution (resale) of securities.
  48. the ------------------ regulates the secondary distribution (resale) of securities.
    the 1934 act regulates the secondary distribution (resale) of securities.
  49. All regulated, publicly held companies must make a ------------------------------------------------
     
    • All regulated, publicly held companies must make a one-time registration with the SEC.
    •  
  50. A ------------------ is a power of attorney given by a shareholder to a third party authorizing the party to exercise the voting rights of the shares.
    proxy is a power of attorney given by a shareholder to a third party authorizing the party to exercise the voting rights of the shares.
  51. A ------------------------ is a general invitation by an individual or a corporation to all shareholders of the target corporation to purchase their shares for a specified price.
    A tender offer is a general invitation by an individual or a corporation to all shareholders of the target corporation to purchase their shares for a specified price.
  52. The 1934 act also imposes -------------------------- for willfully and knowingly making a materially false or misleading statement.
    The 1934 act also imposes criminal penalties for willfully and knowingly making a materially false or misleading statement.
  53. Any person who acquires a security issued under a registration statement or prospectus that contains a --------------------------------------------------------may sue the issuer, directors, underwriters, signers, and expert preparers
    Any person who acquires a security issued under a registration statement or prospectus that contains a misstatement or omission of a material fact may sue the issuer, directors, underwriters, signers, and expert preparers
  54. The existence of a --------------------------------------- is enough to state a claim.
    The existence of a material misstatement or omission is enough to state a claim.
  55. The best defense to a Section 11 claim is ---------------------. Any defendant except the issuer, including the auditor, may assert this defense. Accordingly, this defense is what a CPA most likely would assert.
    The best defense to a Section 11 claim is due diligence. Any defendant except the issuer, including the auditor, may assert this defense. Accordingly, this defense is what a CPA most likely would assert.
  56. The ---------------------------------------------inspects and investigates accounting firms.
    The Public Company Accounting Oversight Board (PCAOB) inspects and investigates accounting firms.
  57. The contract between an accountant and a client is a personal service contract, so it can be litigated like any other type of contract. The usual remedy for breach of the contract is -------------------------------------.
    The contract between an accountant and a client is a personal service contract, so it can be litigated like any other type of contract. The usual remedy for breach of the contract is compensatory monetary damages.
  58. An understanding should be established regarding what services the accountant is to perform for the client. An ----------------------------------- puts this contract in writing.
    An understanding should be established regarding what services the accountant is to perform for the client. An engagement letter puts this contract in writing.
  59. An accountant may be liable in ------------------------- caused by the accountant’s negligence
    An accountant may be liable in tort for losses caused by the accountant’s negligence
  60. A --------------- is a private wrong resulting from the breach of a legal duty imposed by society.
    tort is a private wrong resulting from the breach of a legal duty imposed by society.
  61. ------------------- is failure to use even slight care.
    Gross negligence is failure to use even slight care.
  62. In some states, the accountant is liable to all reasonably -------------------------------------------. They are all members of the class of persons whose reliance on the financial statements the accountant may reasonably anticipate.
    In some states, the accountant is liable to all reasonably foreseeable third parties. They are all members of the class of persons whose reliance on the financial statements the accountant may reasonably anticipate.
  63. In some states, the accountant is liable to all reasonably foreseeable third parties. They are ----------------------------------------------------------------------------------------------------
    In some states, the accountant is liable to all reasonably foreseeable third parties. They are all members of the class of persons whose reliance on the financial statements the accountant may reasonably anticipate.
  64. Liability is to all reasonably ----------------------- of the work product. A -------------------- is any person that the accountant should have ------------------------ would be injured by justifiable reliance on the misrepresentation.
    Liability is to all reasonably foreseeable users of the work product. A foreseeable user is any person that the accountant should have reasonably foreseen would be injured by justifiable reliance on the misrepresentation.
  65. An accountant has a duty to exercise ---------------- and ---------------------------.
    An accountant has a duty to exercise reasonable care and diligence.
  66. To prove negligence, a client must prove that

    The accountant breached ----------------------------.

    The accountant’s breach --------------------------------------------------------------------
    To prove negligence, a client must prove that

    The accountant breached a legal duty to the client.

    The accountant’s breach proximately caused the plaintiff’s damages.
  67. Federal law does not recognize a broad --------------------------- for accountant-client communications.
    Federal law does not recognize a broad privilege of confidentiality for accountant-client communications.
  68. Client communications with accountants retained by attorneys to aid in litigation are---------------------------------------------.
    Client communications with accountants retained by attorneys to aid in litigation are protected by the attorney-client privilege.
  69. Auditors of public companies must retain working papers for at least ---- years.
    Auditors of public companies must retain working papers for at least 7 years.
Author
Joens1313
ID
354326
Card Set
reg 1-2 a 1252021
Description
reg 1-2 a 1252021
Updated