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A free-writing prospectus may be used before the Securities and Exchange Commission completes its review of a related registration statement.

A) True
B) False

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Fact Pattern 37-2 Sid, a director of Tech Software Company, learns that a Tech engineer has developed a new, exciting video game. Sid buys Tech stock and tells his friend Uri, who also buys Tech stock. When the new game is released three weeks later, Sid and Uri sell their stock for a big profit. -Refer to Fact Pattern 37-2. Regarding Sid's profits on the purchase and sale of Tech stock, under Section 16(b) of the Securities Exchange Act of 1934 Tech may recapture


A) all of Sid's profits.
B) half of Sid's profits.
C) 10 percent of Sid's profits.
D) none of Sid's profits.

E) A) and B)
F) A) and C)

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Few securities can be resold without registration.

A) True
B) False

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A registration statement must state how a corporation plans to use the proceeds from the sale of the securities.

A) True
B) False

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A corporation can recapture any profits realized by an insider on any purchase or sale of the firm's stock within any six-month period.

A) True
B) False

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Squeaky Clean Corporation wants to make an offering of securities to the pub?lic. This offering is not exempt from registration under the Se?curities Act of 1933. Before Squeaky sells its securities, it must provide in?vestors with


A) a forward-looking financial forecast.
B) an investment contract.
C) a prospectus.
D) samples of its products.

E) A) and B)
F) B) and C)

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A major problem facing the Securities and Exchange Commission is how to enforce the antifraud provisions of the securities laws in the online environment.

A) True
B) False

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GR8 Stuf Company files a registration statement with the SEC before making an offering to the general public. The registration contains false, immaterial statements of which the investors are unaware. GR8 Stuf is charged with violating the Securities Act of 1933. GR8 Stuf's best defense is


A) the investors were not aware of the misrepresentations.
B) the issuer reasonably believed the misstatements were true.
C) the offering was made available to the general public.
D) the untrue statements were not material.

E) A) and D)
F) B) and D)

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Bild-It-Rite Corporation is a public company that is preparing to issue securities that do not qualify for an exemption from registration. This means that Bild-It-Rite must


A) file a registration statement with the SEC.
B) issue the securities through an online registration site.
C) refrain from issuing the securities to unregistered investors.
D) register the securities with a national stock exchange.

E) A) and B)
F) None of the above

Correct Answer

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Riley, an engineer for Shur-2-Gro Seed Corporation, learns that Shur-2-Gro has developed a corn hybrid to triple the output of any farm. Riley buys 20,000 shares of Shur-2-Gro stock. He tells Tess, who buys 15,000 shares. After the new hybrid is announced publicly, the price of Shur-2-Gro stock in?creases. Riley and Tess sell their shares for a profit. Under the Securities Exchange Act of 1934, liability may be imposed on


A) none of these parties.
B) Riley and Tess only.
C) Riley only.
D) Riley, Shur-2-Gro, and Tess.

E) C) and D)
F) All of the above

Correct Answer

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Maple Products Corporation is a public company, which New Hampshire regulates and in which Orin invests. The Sarbanes-Oxley Act of 2002 introduced direct federal corporate governance requirements to


A) public companies.
B) private investors.
C) state regulators.
D) none of these choices.

E) B) and C)
F) A) and C)

Correct Answer

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State securities laws apply mainly to intrastate transactions.

A) True
B) False

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