189 道题
一位非合格投资者年收入为 90,000 美元,净资产为 400,000 美元。在 12 个月内,她在所有《众筹条例》发行中最多可以投资多少?
- a.4,500 美元
- b.9,000 美元
- c.20,000 美元✓
- d.40,000 美元
当年收入或净资产任何一项低于 124,000 美元时,上限为 2,500 美元与年收入和净资产中较大者的 5% 两者中的较大值。她的收入低于 124,000 美元,所以取较大者 400,000 美元的 5%,得 20,000 美元。按净资产的 10% 计算得 40,000 美元,只有在两项都不低于 124,000 美元时才适用。只用收入则 5% 得 4,500 美元、10% 得 9,000 美元,但规则取两者中较大的数字。Regulation Crowdfunding Rule 100(a)(2)
一家私营公司想在 12 个月内向包括非合格投资者在内的公众募集 5,000 万美元,通过由 SEC 审核资格而不是注册的发行声明进行。哪种豁免适用?
- a.A 条例第一级
- b.众筹条例
- c.A 条例第二级✓
- d.D 条例规则 504
A 条例允许发行人通过 SEC 审核资格的公开发行,而无需完整注册。第二级在 12 个月内最高可达 7,500 万美元,所以 5,000 万美元适用。第一级上限为 2,000 万美元。众筹条例上限为 500 万美元,并且必须通过中介机构的平台进行。规则 504 上限为 1,000 万美元。Regulation A Rule 251(a)(2)
一家非 SEC 报告公司的发行人五个月前依据规则 504 出售了 350 万美元证券。它现在依据规则 504 最多还能出售多少?
- a.650 万美元✓
- b.1,000 万美元
- c.350 万美元
- d.1,350 万美元
规则 504 将发行总价上限定为 1,000 万美元,再减去发行前 12 个月内及发行期间已出售的证券。五个月前售出 350 万美元,剩余额度为 1,000 万 - 350 万 = 650 万美元。1,000 万美元忽略了之前的销售,350 万美元只是重复了该数字,1,350 万美元把它加上而不是减去。Securities Act Rule 504(b)(2)
一家特拉华州公司的主要营业地在俄亥俄州,并在当地获得 85% 的收入。它在网上为股票发行做广告,只向俄亥俄州居民出售。它能使用规则 147A 吗?
- a.可以,但购买者必须持有股票一年后才能转售
- b.不可以,因为发行人必须在其销售所在的州注册成立
- c.可以,因为只要每笔销售都面向俄亥俄州居民,该规则就允许网络广告✓
- d.不可以,因为任何网络广告都会使发行成为跨州发行
规则 147A 把发行人的主要营业地所在州视为其居住州,所以在特拉华州注册并无影响,当地收入占 80% 是证明其在当地开展业务的方式之一。该规则明确允许一般性招揽和广告,只要所有销售都面向发行人所在州的居民。转售在六个月内仅限于州内居民,而不是一年。Securities Act Rule 147A
下列哪位买方符合规则 144A 转售中的合格机构买方(QIB)资格?
- a.一家保险公司,投资 6,000 万美元无关联发行人的证券
- b.一位富有的个人,亲自持有 1.5 亿美元的证券
- c.一家注册交易商,全权拥有并投资 1,200 万美元无关联发行人的证券✓
- d.一家公司,拥有并投资 9,000 万美元无关联发行人的证券
根据规则 144A(a)(1),注册交易商如果全权拥有并投资至少 1,000 万美元无关联发行人的证券,即为 QIB,所以 1,200 万美元符合。1 亿美元的标准适用于保险公司和公司等机构,因此 6,000 万美元和 9,000 万美元都不够。自然人无论投资组合多大,都不能成为 QIB。Securities Act Rule 144A(a)(1)
下列哪项市政债券一级发行豁免适用规则 15c2-12?
- a.300 万美元期限 18 个月的票据,以 5,000 美元面额出售给公众
- b.200 万美元债券,面额 5,000 美元,出售给 20 家各自以自有账户购买的机构
- c.200 万美元债券,最低面额 100,000 美元,出售给 20 家各自以自有账户购买的机构✓
- d.200 万美元债券,最低面额 100,000 美元,出售给 50 位机构投资者
规则 15c2-12(d)(1) 豁免以下一级发行:授权面额为 100,000 美元或以上,出售给不超过 35 位有经验、且不为多个账户购买或不以分销为目的的人,或者期限为九个月或更短。第一项发行同时满足面额和 35 位买家的条件。5,000 美元面额不符合面额条件,50 位买家超过上限,18 个月超过九个月的限制。SEC Rule 15c2-12(d)(1)
一家承销商与某市在 2026 年 11 月 16 日(周一)签署债券购买协议。规则 15c2-12 要求承销商通过合同约定在七个营业日内收到最终官方声明。最晚应在哪一天交付?
- a.11 月 20 日,周五,即当周的最后一天
- b.11 月 23 日,周一,即七个日历日后
- c.11 月 24 日,周二,即把 11 月 16 日算作第一天
- d.11 月 25 日,周三✓
规则 15c2-12(b)(3) 要求在最终协议后七个营业日内取得最终官方声明。从下一个营业日起算:11 月 17 日(1)、18 日(2)、19 日(3)、20 日(4)、23 日(5)、24 日(6)和 25 日(7),所以截止日是 11 月 25 日周三,这期间没有假日。11 月 23 日按日历日计算。11 月 24 日把协议当天算作第一天。11 月 20 日只有四个营业日。SEC Rule 15c2-12(b)(3)
一家不是承销团成员的销售集团交易商,向一位客户出售新发行的市政债券。根据 MSRB 规则 G-32,它必须在何时之前向该客户交付官方声明?
- a.无需交付,因为只有承销团经理需要交付该声明
- b.交易日后七个营业日内
- c.最迟在交易结算时,无论客户是否要求✓
- d.只有客户要求时才需提供,并在要求后一个营业日内
规则 G-32(a) 禁止任何交易商(无论是承销商还是其他身份)在未于交易结算时交付官方声明的情况下,向客户出售所发行的市政证券。它适用于每一个销售的交易商,而不仅是承销团成员,也不取决于客户是否要求。七个营业日是规则 15c2-12 中发行人向承销商交付的期限,而按要求在下一个营业日寄送则是规则 15c2-12 对参与承销商的另一项义务。MSRB Rule G-32(a)(i)
某市以竞争性投标方式发行一般责任债券,有两个承销团递交了投标。该市如何选出中标者?
- a.事先选定它偏好的公司,并与其协商价差
- b.把债券授予在该市客户最多的承销团
- c.把债券授予提出最大承销价差的承销团
- d.把债券授予投标条件使该市利息成本最低的承销团✓
在竞争性发行中,发行人发布销售通知,并把债券授予对发行人而言利息成本最低的投标者,以净利息成本或真实利息成本衡量。事先选定一家公司并协商价差属于协议发行。更大的价差会提高发行人的成本而不是降低,而客户基础在授予中不起作用。Municipal competitive-sale practice (issuer notice of sale; no single MSRB rule)
在对新的市政债券发行投标之前,参与承销商必须取得发行人视为最终的官方声明。该文件可以省略下列哪一项?
- a.发行人未偿债务的摘要
- b.发行价格和利率✓
- c.债券的还款来源
- d.发行人的财务报表
规则 15c2-12(b)(1) 只允许初步官方声明省略:发行价格、利率、销售报酬、总本金金额、各到期日本金金额、交割日期、评级、取决于这些事项的其他条款,以及承销商的身份。其他一切,包括财务信息、还款来源和发行人的债务,必须已经包含在文件中。SEC Rule 15c2-12(b)(1)
根据规则 15c2-12 要求的持续披露承诺,债券发生付款违约后,必须在多长时间内向 MSRB 提交通知?
- a.随下一份年度财务报告一起提交
- b.事件发生后五个营业日
- c.事件发生后十个营业日✓
- d.事件发生后三十个日历日
规则 15c2-12(b)(5)(i)(C) 要求承诺及时向 MSRB 提供所列事件的通知,包括本金和利息支付违约,时间不得超过事件发生后十个营业日。三十天太长,五个营业日比规则的要求更短。等待年度报告会使重大事件通知远远超过期限。SEC Rule 15c2-12(b)(5)(i)(C)
A broker-dealer is participating in the initial public offering of a company that has never reported under the Exchange Act. How far ahead of sending the confirmation must a copy of the preliminary prospectus be delivered to any person expected to receive it?
- a.At least 48 hours before the confirmation is sent✓
- b.At least 24 hours before the confirmation is sent
- c.At least 72 hours before the confirmation is sent
- d.At least 5 business days before the confirmation is sent
Rule 15c2-8(b) requires delivery of the preliminary prospectus at least 48 hours before the confirmation of sale is sent for an IPO of a company that is not already reporting. Other delivery periods in the securities laws, such as the dealer prospectus periods of 25, 40 or 90 days, are about different obligations.17 CFR 240.15c2-8
An issuer is planning a Rule 506(b) private placement. Which condition must it satisfy?
- a.It may advertise freely, but every purchaser must be an accredited investor
- b.It may sell to any number of non-accredited purchasers if each one signs a risk acknowledgment
- c.It may not use general solicitation, and it may sell to no more than 35 non-accredited purchasers in any 90-day period✓
- d.It must register the offering with the SEC but may omit the prospectus delivery requirement
Rule 506(b) is a safe harbor with no general solicitation and a cap of 35 non-accredited purchasers in any 90 days; accredited investors are not counted toward that cap. Allowing advertising is the 506(c) route, which requires all purchasers to be accredited and verified. A signed acknowledgment does not lift the 35-purchaser limit.17 CFR 230.506
Investors who bought in an offering sue because the registration statement contained a material misstatement. Which party can be held liable under Section 11 of the Securities Act?
- a.Every underwriter of the offering, subject to a due diligence defense✓
- b.Only the issuer, because it alone files the statement
- c.The investor's registered representative, because he recommended the purchase
- d.The transfer agent that recorded the new shares
Section 11 reaches those who signed the registration statement, directors, experts for the parts they prepared, and every underwriter. Everyone except the issuer can defend by showing a reasonable investigation, the due diligence defense. The issuer's liability is essentially absolute. Registered representatives and transfer agents are not listed among the Section 11 defendants.Securities Act of 1933 Section 11
Regulation M Rule 105 restricts short selling before certain follow-on offerings. A person who sold the security short may not buy it in the offering if the short sale occurred during what restricted period?
- a.The 30 days before the registration statement is filed
- b.The shorter of the five business days before pricing or the period from the registration filing to pricing✓
- c.The 10 business days before the offering becomes effective
- d.The 90 calendar days before the first closing
Rule 105 prohibits buying offered securities from an underwriter, broker or dealer if the buyer sold short during the restricted period. That period is the shorter of the five business days before pricing, or the time from initial filing of the registration statement to pricing. The intent is to prevent depressing the market to get a lower offering price.17 CFR 242.105
A foreign issuer sells securities offshore under Regulation S Category 2 or 3 restrictions. What does the 40-day distribution compliance period generally restrict?
- a.Offers and sales to U.S. persons, other than distributors, during the period✓
- b.Any sale to a person located outside the United States, including one made by a distributor
- c.Any resale after the period by the original purchaser to another person in the market
- d.Any advertising of the issuer's products or services in overseas markets or media
Regulation S offers and sales made outside the United States can qualify for the safe harbor if offering restrictions are in place and, where a 40-day distribution compliance period applies, the offer or sale before the period expires is not made to a U.S. person or for a U.S. person's account, other than a distributor. The period does not bar sales to people outside the U.S.17 CFR 230.903(b)
Under Regulation SHO Rule 201, a stock falls 11% from the prior day's close and the short-sale circuit breaker is triggered. For how long do the short-sale price restrictions stay in effect?
- a.For the remainder of that day and the following day✓
- b.For one hour after the decline occurs, with no limit on the types of orders
- c.For the remainder of that day only, and trading resumes the next morning
- d.For the next five trading days following the decline in the price
Rule 201 applies when a covered security's price falls 10% or more from the prior day's closing price. The restriction then requires short sales to be priced above the national best bid and remains in force for the rest of that day and the following day. It is not limited to a single session, and it does not last a week.17 CFR 242.201(b)
An individual is convicted of willfully violating the Securities Exchange Act of 1934. What is the maximum criminal penalty for a natural person under Section 32(a)?
- a.A fine of up to $25,000,000 and no prison term
- b.A fine of up to $100,000 or imprisonment of up to one year
- c.A fine of up to $5,000,000, imprisonment of up to 20 years, or both✓
- d.Only a civil penalty, because criminal penalties apply to firms and not individuals
Section 32(a) provides that a person who willfully violates the Exchange Act or its rules may be fined up to $5,000,000, imprisoned up to 20 years, or both; if the offender is not a natural person, the fine can reach $25,000,000. The larger fine applies to firms and other entities, not to an individual.Exchange Act Section 32(a) (15 U.S.C. 78ff(a))
An underwriting syndicate is stabilizing the market for a newly offered stock. Which limit applies to its stabilizing bid?
- a.It may not be higher than the lower of the offering price or the stabilizing bid in the principal market✓
- b.It may be set at any price up to 10% above the offering price if the manager approves it
- c.It may be set at the public offering price or higher, to signal confidence in the issue to buyers and dealers
- d.It may be set at any price if the syndicate discloses the bid in a footnote on confirmations sent to buyers
Under Rule 104 stabilizing is meant only to prevent or slow a decline, so a bid may not exceed the lower of the offering price or the stabilizing bid in the principal market. Stabilizing is also prohibited in an at-the-market offering. A bid above the offering price would push the price up, which is manipulation rather than stabilization.17 CFR 242.104
A person trades on material nonpublic information. Who may bring a private action for damages under Section 20A of the Securities Exchange Act of 1934?
- a.Only the SEC, because Section 20A creates no private right of action for traders who were on the other side
- b.Only the issuer's shareholders of record on the first day of the year in which the violation happened
- c.Only customers of the violator's own broker-dealer who held the security during the trading day in question
- d.Anyone who traded the same class of securities on the opposite side at the same time as the violator✓
Section 20A gives a private right of action to any person who, contemporaneously with the unlawful purchase or sale, sold or bought securities of the same class on the other side of the trade. Damages are capped at the profit gained or loss avoided, and an action must be brought within five years of the last transaction.Exchange Act Section 20A (15 U.S.C. 78t-1)
Under Regulation A, what is the maximum amount a company may raise in a 12-month period in a Tier 2 offering?
- a.$75 million✓
- b.$20 million
- c.$50 million
- d.$10 million
Regulation A Tier 2 allows offerings of up to $75,000,000 in 12 months, with no more than $22.5 million offered by selling security holders who are affiliates. Tier 1 is capped at $20,000,000. The Rule 504 exemption under Regulation D has a separate $10 million cap, which is the usual source of confusion.17 CFR 230.251
A broker-dealer sends a customer the written agreement and risk disclosures required for penny stock transactions. When may the firm first sell the customer a penny stock after sending that agreement?
- a.Immediately, once the customer has said she understands the risks
- b.Not less than two business days after the firm sends the agreement✓
- c.Not less than ten calendar days after the account is opened
- d.Only after the customer has made three prior trades in the account
Rule 15g-9 bars a broker-dealer from selling a penny stock to, or buying one for, a customer's account less than two business days after the firm sends the customer the written agreement to the transaction (and the suitability statement). The firm must also have approved the account for penny stock trading by gathering information on the customer's financial situation, experience and objectives.17 CFR 240.15g-9
A court finds that an employee of a broker-dealer traded on material nonpublic information, and that the firm controlled the employee. What is the maximum civil penalty the firm faces as a controlling person under Section 21A, assuming the profit gained was $200,000?
- a.Exactly $200,000, the profit gained by the employee, with no multiple of the profit applied
- b.The greater of $1,000,000 or three times the profit gained or loss avoided, so $1,000,000✓
- c.Three times the profit, so $600,000, with no minimum dollar amount for the civil penalty
- d.Five times the profit, so $1,000,000, with no separate dollar figure
Under Section 21A the penalty for the person who committed the violation is capped at three times the profit gained or loss avoided, while a controlling person's penalty is capped at the greater of $1,000,000 or three times that amount. With a $200,000 profit, three times is $600,000, which is less than $1,000,000, so the cap is $1,000,000.Exchange Act Section 21A (15 U.S.C. 78u-1)
A company's press release states strong earnings but omits that its largest customer has just cancelled its contract, and investors buy the stock. Under Rule 10b-5, why can the release be unlawful even though every statement in it was literally true?
- a.Rule 10b-5 applies only to statements that are false in every respect, so a half-truth is never covered by it
- b.Rule 10b-5 applies only to statements made by broker-dealers and not to statements made by issuers or their officers
- c.Rule 10b-5 bars omitting a material fact needed to keep the statements made from being misleading✓
- d.Rule 10b-5 applies only to omissions made in a registration statement and never to oral statements to buyers
Rule 10b-5, adopted under Section 10(b) of the Exchange Act, makes it unlawful, in connection with the purchase or sale of any security, to make an untrue statement of a material fact or to omit a material fact necessary to make the statements made not misleading in light of the circumstances. A release that is accurate but leaves out the cancelled contract can mislead, and the rule is not limited to registration statements or broker-dealers.17 CFR 240.10b-5
In the NBER's description of the business cycle, how are expansions and recessions defined?
- a.Expansions run from a peak to a trough, and recessions run from a trough to a peak
- b.Expansions end at a trough, and recessions begin only after two quarters of falling prices
- c.Expansions run from a trough to a peak, and recessions run from a peak to a trough✓
- d.Expansions and recessions are both measured from one peak to the next peak
The NBER Business Cycle Dating Committee treats expansions as the periods between a trough and the following peak, and recessions as the periods between a peak and the following trough. Contraction is the common description of the phase after the peak. A change in prices is inflation or deflation, which does not define a recession.NBER business cycle dating
The Federal Reserve announces that it will conduct open market purchases of Treasury securities to make financial conditions more accommodative. What is the intended effect?
- a.Drain reserves from the banking system in order to slow inflation and cool the economy
- b.Raise the discount rate so that banks borrow less from the Federal Reserve and lend less
- c.Put downward pressure on interest rates to support economic activity and employment✓
- d.Reduce the federal budget deficit directly by retiring outstanding Treasury debt held by banks
Open market operations are the purchase and sale of securities by the central bank; buying securities adds reserves and puts downward pressure on interest rates, which supports activity and job creation. Selling securities does the opposite. Retiring debt is a fiscal-policy matter handled by the Treasury and Congress, not an aim of Fed purchases.Federal Reserve Act; Federal Reserve policy tools
Which measure is the broadest gauge of the value of goods and services produced inside the United States over a period?
- a.The consumer price index
- b.The unemployment rate
- c.The balance of trade
- d.Gross domestic product✓
Gross domestic product measures the value of the final goods and services produced in the United States, and its percentage change shows whether the economy is growing or shrinking. The consumer price index tracks price changes, the unemployment rate tracks labor-market slack, and the balance of trade compares exports and imports only.Bureau of Economic Analysis; GDP
An investor acquires beneficial ownership of 6% of a public company's voting shares. Under Rule 13d-1, within what period must the investor file Schedule 13D?
- a.Within ten calendar days after the acquisition
- b.Before the acquisition that crosses the 5% level takes place
- c.Within five business days after the acquisition✓
- d.Within 45 days after the end of the calendar year
Rule 13d-1(a) requires a person who becomes the beneficial owner of more than 5% of a class of registered voting equity securities to file Schedule 13D with the SEC within five business days after the acquisition. The filing is made after the threshold is crossed, not before it, and it is not deferred to year end.17 CFR 240.13d-1(a)
Which of the following may appear in a "tombstone"-style communication permitted by Rule 134 about a registered offering?
- a.A projection of next year's earnings per share to help investors judge the price
- b.An analyst's opinion on whether the shares are undervalued relative to peers
- c.The title and amount of the securities being offered, the issuer's name and a brief description of its general business✓
- d.A statement that the underwriter expects the shares to trade above the offering price
Rule 134 allows limited factual information such as the issuer's name and location, the title and amount of the securities, a brief description of the general type of business, and price and underwriter details. Projections, valuation opinions and price predictions go beyond that list and could be a misleading offer document.17 CFR 230.134
An issuer files a shelf registration statement under Rule 415. What is the usual limit on how long securities may be offered from the shelf?
- a.One year from the date the registration statement is filed with the SEC, with no renewal permitted
- b.Ninety days from the date of the final prospectus, after which the issuer must file a new statement
- c.Three years from the initial effective date, unless a new registration statement is filed✓
- d.Five years from the date the first tranche is sold, whether or not any more securities are offered
For most shelf offerings Rule 415(a)(5) allows securities to be offered and sold only until three years have elapsed since the initial effective date; before then the issuer may file a new registration statement to continue. A shelf lets an issuer register once and sell in pieces when market conditions are favorable.17 CFR 230.415
The CFO of a listed company buys 5,000 shares in March and sells 5,000 shares of the same stock at a profit in the following July. What is the consequence under Section 16(b) of the Securities Exchange Act of 1934?
- a.No consequence, because Section 16(b) reaches only trades made on inside information
- b.The profit must be repaid only if she held the shares for under 30 days
- c.The profit belongs to the buyers who purchased from her in July
- d.Any profit from the purchase and sale within less than six months is recoverable by the issuer, regardless of intent✓
Section 16(b) is a strict short-swing rule: profit that a director, officer or more-than-10% owner realizes from a purchase and sale, or sale and purchase, within a period of less than six months is recoverable by the issuer, irrespective of intent. March to July is under six months. The rule does not require proof that she used inside information.Exchange Act Section 16(b) (15 U.S.C. 78p(b))
A best-efforts underwriter describes an offering as "all-or-none." Under SEC rules, what must be true for that description to be used?
- a.The underwriter must buy any unsold securities for its own account at the offering price once the period ends
- b.Each purchaser must pay a 20% deposit that the issuer keeps if the offering is withdrawn or fails to close
- c.Investors' money must be promptly refunded unless all of the securities are sold within the specified time✓
- d.The offering may close at any size as long as the issuer receives the proceeds first
Rule 10b-9 bars calling an offering all-or-none unless it is conditioned on prompt refund of the money if all of the securities are not sold at the stated price within the stated time. A guarantee to buy the unsold balance is a firm commitment, not a best-efforts condition. Closing at any size defeats the all-or-none label.17 CFR 240.10b-9
A company's chief executive officer adopts a Rule 10b5-1 trading plan. Which cooling-off period applies before any trade under the plan may occur?
- a.The later of 90 days after adoption or two business days after the company discloses results for the quarter in which the plan was adopted, up to a 120-day maximum✓
- b.No period, because a written plan adopted in good faith is effective immediately
- c.A flat 30 days after adoption, the same as for any other person
- d.The earlier of 30 days after adoption or the next annual meeting
For a director or officer of the issuer, Rule 10b5-1 requires a cooling-off period before trades under the plan, equal to the later of 90 days after adoption or two business days after the company's Form 10-Q or 10-K discloses results for the quarter in which the plan was adopted, subject to a 120-day maximum. A person who is not the issuer or a director or officer has a 30-day period.17 CFR 240.10b5-1(c)(1)(ii)(B)
Which security is exempt from Securities Act registration because of its short maturity?
- a.A corporate note that matures in eighteen months and is secured by receivables
- b.Prime-quality commercial paper with a maturity of not more than nine months when issued✓
- c.A twelve-month certificate of deposit sold by a broker-dealer to retail clients
- d.A corporate debenture with one year left to maturity that was originally a ten-year issue
Section 3(a)(3) exempts notes, drafts, bills of exchange and bankers' acceptances arising from current transactions that have a maturity at issuance of not more than nine months. The test is maturity at issuance, so a long-term bond approaching maturity does not qualify. Longer short-term paper, such as eighteen-month notes, also falls outside the exemption.Securities Act of 1933 Section 3(a)(3)
A brokerage firm that is a SIPC member fails, and a customer has $620,000 in securities and $50,000 in cash at the firm. What is the most SIPC can advance for this customer's claim, assuming the claims are valid?
- a.$250,000
- b.$500,000✓
- c.$670,000
- d.$300,000
SIPC advances to the trustee up to $500,000 per customer, of which no more than $250,000 can be for a claim for cash. A customer with $670,000 in total value is therefore protected up to $500,000, and the remaining value is recovered, if at all, from the estate. SIPC does not insure against market losses.Securities Investor Protection Act Section 9(a)
A company has decided to go public but has not yet filed its registration statement. Under Section 5(c) of the Securities Act, what may its underwriter do?
- a.Make oral offers to institutional clients before the filing, but not written offers to any retail clients
- b.Accept indications of interest and binding orders from clients as long as no money changes hands
- c.Make no offers to sell the security, orally or in writing, until the registration statement is filed✓
- d.Send a written summary prospectus to any client who requests one before the filing is made
Section 5(c) makes it unlawful to offer a security for sale through a prospectus or otherwise until a registration statement has been filed. The waiting period after filing is when oral offers are allowed; sales and binding orders must wait until effectiveness. The quiet pre-filing period covers oral and written offers alike.Securities Act of 1933 Section 5(c)
Which description matches the Federal Reserve's primary credit program at the discount window?
- a.Loans made to individual investors to buy Treasury securities at auction through the Fed
- b.Short-term loans, mostly overnight, to depository institutions in generally sound financial condition✓
- c.Overnight loans that one commercial bank makes to another bank at a negotiated rate of interest, with no Fed role
- d.Emergency loans made to the Treasury when tax receipts fall short of federal spending needs
Primary credit is the main discount window program; an institution that is in generally sound financial condition and has pledged collateral can borrow, usually overnight. The rate charged is the discount rate. Bank-to-bank overnight lending is the federal funds market, which is a different rate, and the Fed does not lend to individual investors through the discount window.Federal Reserve Act; discount window
A private company has $30 million in assets and 600 shareholders of record, of whom 520 are not accredited investors. What must it do under Section 12(g) of the Securities Exchange Act of 1934?
- a.Nothing, because registration is required only when there are 5,000 holders of record
- b.Nothing, because the rule counts only accredited investors
- c.Register only if it plans to list the stock on a national exchange
- d.Register the class of equity with the SEC, because it has assets over $10 million and 500 or more holders who are not accredited investors✓
Section 12(g) requires an issuer to register a class of equity securities when it has total assets above $10 million and the class is held of record by either 2,000 persons or 500 persons who are not accredited investors. This company has assets over $10 million and 520 non-accredited holders, so the 500-holder test is met even though it has fewer than 2,000 holders in total.Exchange Act Section 12(g) (15 U.S.C. 78l(g)); 17 CFR 240.12g-1
A customer has $200,000 in a single account and $600,000 in a joint account with her spouse, both at the same FDIC-insured bank. Which statement is correct about the standard FDIC coverage?
- a.All $800,000 is covered because the customer holds both accounts at one bank
- b.Only $250,000 is covered in total because coverage is per depositor per bank
- c.Coverage applies by ownership category, so the single account is fully covered and the joint account is covered up to $500,000✓
- d.The single account is covered, but the joint account is covered only up to $250,000
FDIC coverage is $250,000 per depositor, per insured bank, for each account ownership category. The single account falls under $250,000, and a joint account is insured up to $250,000 for each co-owner, so $500,000 here and $100,000 of the joint balance is uninsured. Because the categories are separate, the totals are not pooled into one limit.FDIC deposit insurance