reg 2.1 2.4 a 2132021

  1. 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.
  2. The ------ 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.
    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.
  3. 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.
  4. 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).
  5. 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.
  6. A ------------- offers, sells, buys, deals, or otherwise trades in securities issued by another. Thus, ---------------- usually hold securities inventory.
    dealer offers, sells, buys, deals, or otherwise trades in securities issued by another. Thus, dealers usually hold securities inventory.
  7. A -------- is an agent who executes securities transactions for clients. -------- do not normally hold inventory.
    broker is an agent who executes securities transactions for clients. Brokers do not normally hold inventory.
  8. Under the SEC’s integrated disclosure system, four categories of issuers are recognized:

     -----------------------

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

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

    ----------------------------
    Under the SEC’s integrated disclosure system, four categories of issuers are recognized:

     Non-reporting issuer

     Unseasoned issuer

     Seasoned issuer

     Well-known seasoned issuer
  9. A ------------------------ issuer 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.
  10. An ---------------------- issuer 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.
  11. A --------------------- issuer 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.
  12. A -------------------------- 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.
    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.
  13. 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.
  14. To comply with the 1933 act, an issuer must prepare and publicly file

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

    --------------------------
    To comply with the 1933 act, an issuer must prepare and publicly file

    A registration statement

    A prospectus
  15. A -------------------------------- is a public disclosure to the SEC of all material financial and other information regarding an issue of specific securities. It includes the prospectus given to each potential investor and any other information about the securities not required in the prospectus.
    registration statement is a public disclosure to the SEC of all material financial and other information regarding an issue of specific securities. It includes the prospectus given to each potential investor and any other information about the securities not required in the prospectus.
  16. The registration statement is effective on the ---------------------- after filing unless the SEC accelerates the effective date or requires an amendment.
    The registration statement is effective on the 20th day after filing unless the SEC accelerates the effective date or requires an amendment.
  17. An issuer must file its registration statement, prospectus, periodic reports, etc., on --------------------------------------------------- computer system.
    An issuer must file its registration statement, prospectus, periodic reports, etc., on EDGAR, the SEC’s Electronic Data Gathering, Analysis, and Retrieval computer system.
  18. A ----------------------- is an offer of securities for sale that includes key information from the registration statement.
    A prospectus is an offer of securities for sale that includes key information from the registration statement.
  19. In specified circumstances, a -------------------------------------- may make oral and written communications at any time. These may include a free-writing prospectus, a written offer (including one by electronic means) that is not a statutory prospectus.
    In specified circumstances, a well-known seasoned issuer may make oral and written communications at any time. These may include a free-writing prospectus, a written offer (including one by electronic means) that is not a statutory prospectus.
  20. Subject to certain limitations, -------------- may communicate a free-writing prospectus after the registration statement is filed.
    Subject to certain limitations, any issuer may communicate a free-writing prospectus after the registration statement is filed.
  21. Under the --------------------------------------- Corporations that are seasoned or well-known seasoned issuers can file registration statements covering an unlimited amount of securities that may be issued within 3 years of the effective date of the registration.
    Under the Shelf Registration under the 1933 Act Corporations that are seasoned or well-known seasoned issuers can file registration statements covering an unlimited amount of securities that may be issued within 3 years of the effective date of the registration.
  22. Under the Shelf Registration under the 1933 Act Corporations that are ------------- or------------------------------------ can file registration statements covering an unlimited amount of securities that may be issued within 3 years of the effective date of the registration.
    Under the Shelf Registration under the 1933 Act Corporations that are seasoned or well-known seasoned issuers can file registration statements covering an unlimited amount of securities that may be issued within 3 years of the effective date of the registration.
  23. Under the Shelf Registration under the 1933 Act Corporations that are seasoned or well-known seasoned issuers can file registration statements covering an unlimited amount of securities that may be issued within 3 years of the effective date of the registration. 

    The securities then are issued without

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

    ------------------------------------ or

    ----------------------------------.
    Under the Shelf Registration under the 1933 Act Corporations that are seasoned or well-known seasoned issuers can file registration statements covering an unlimited amount of securities that may be issued within 3 years of the effective date of the registration. 

    The securities then are issued without

    Filing a new registration statement,

    Observing a 20-day waiting period, or

    Preparing a new prospectus.
  24. --------------- provides a safe harbor for an intrastate offering.
    Rule 147 provides a safe harbor for an intrastate offering.
  25. -------------------------------- permits certain issuers to offer up to $50 million of securities in any 12-month period without filing a formal registration statement and prospectus.
    Regulation A (also referred to as Regulation A+) permits certain issuers to offer up to $50 million of securities in any 12-month period without filing a formal registration statement and prospectus.
  26. Regulation A (also referred to as Regulation A+) permits certain issuers to offer up to----------------------------------------------------period without filing a formal registration statement and prospectus.
    Regulation A (also referred to as Regulation A+) permits certain issuers to offer up to $50 million of securities in any 12-month period without filing a formal registration statement and prospectus.
  27. Regulation A has two categories, or Tiers. The criteria for -------------------------- and T-------------------------------------
    Regulation A has two categories, or Tiers. The criteria for Tier 1 (maximum of $20 million) and Tier 2 (maximum of $50 million)
  28. ------------ 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 -------------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.
  29. 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. ----------------- is not required, and the issuer need not provide specific financial information. But the issuer must notify the --------- 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.
  30. Rule 504 permits qualified issuers to sell up to--------------------------------------------------------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.
    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.
  31. ------------- implements the private placement exemption from registration for “transactions by an issuer not involving any public offering.” ------------,  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,  has no maximum amount.
  32. Rule 506 implements the private placement exemption from registration for “-------------------------------------------------.” Rule 506,  has ---------------------------------.
    Rule 506 implements the private placement exemption from registration for “transactions by an issuer not involving any public offering.” Rule 506,  has no maximum amount.
  33. ------------------- 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.
  34. Section 4(6) exempts up to ------------------- of offers and sales if made only to--------------------------- 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.
  35. Securities issued by not-for-profit organizations are exempt from registration.

    True or False
    True
  36. The Securities Act of 1933 pertains to an initial public offering.

    True or False
    True
  37. 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 -------------------------.
    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.
  38. 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.
  39. 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
  40. ---------------------- may result from an accountant’s act or failure to act given a duty to act, for example, failing to observe inventory or confirm receivables.
    Ordinary negligence may result from an accountant’s act or failure to act given a duty to act, for example, failing to observe inventory or confirm receivables.
  41. ------------------------------------- is a false representation of a material fact not known to be false but intended to induce reliance as opposed to intentional misrepresentation (fraud).
    Negligent misrepresentation is a false representation of a material fact not known to be false but intended to induce reliance as opposed to intentional misrepresentation (fraud).
  42. -------------------------- is failure to use even slight care.
    Gross negligence is failure to use even slight care.
  43. Accountants may be liable for failure to communicate to the client findings or circumstances that ------------------------------------------------------------------------
    Accountants may be liable for failure to communicate to the client findings or circumstances that indicate misstatements in the accounting records or fraud.
  44. A client must prove all four of the elements of negligence

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

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

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

    ------------------------------
    A client must prove all four of the elements of negligence

    •  
    • The accountant owed the plaintiff a duty.

    The accountant breached this duty.

    The accountant’s breach actually and proximately caused harm to the plaintiff

    The plaintiff incurred damages.
  45. The majority rule is that the accountant is liable to -------------------------------------------------------------------------------------------.
    The majority rule is that the accountant is liable to foreseen (not necessarily identified in the contract) third parties (foreseen users and users within a foreseen class of users).
  46. In some states, the accountant is liable to all ------------------------------------------------------------.
    In some states, the accountant is liable to all reasonably foreseeable third parties. 
  47. . A ----------------------- is any person that the accountant should have reasonably --------------would be injured by justifiable reliance on the misrepresentation
    . A foreseeable user is any person that the accountant should have reasonably foreseen would be injured by justifiable reliance on the misrepresentation
Author
Joens1313
ID
354553
Card Set
reg 2.1 2.4 a 2132021
Description
reg 2.1 2.4 a 2132021
Updated