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The Securities Exchange Act of 1934 is a one-time disclosure law.

A) True
B) False

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Social Media Sites Corporation is required to file a registration statement with the Securities and Exchange Commission. This statement must contain


A) a copy of prospectuses to be provided to investors.
B) a description of securities being offered for sale.
C) a record of pre-registration sales in securities.
D) all of the choices.

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

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Trail Bike Corporation is a public company whose shares are traded in the public securities markets. Under the Securities Act of 1933, Trail Bike is required to​


A) ​contribute to the operations of national stock exchanges.
B) ​disclose financial and other information about its securities.
C) ​engage in market surveillance to deter undesirable practices.
D) ​all of the choices.

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

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B

Fact Pattern 30-2 ​Eddie, an accountant for Fresh Dairy, Inc., learns of undisclosed company plans to market a new smooth-tasting, fat-free butter. Eddie buys 10,000 shares of Fresh Dairy stock. He reveals the company plans to Giselle, who buys 5,000 shares. Giselle tells Hong, who tells Irwin, each of whom buy 1,000 shares. They know that Giselle got her information from Eddie. When Fresh Dairy publicly announces its new product, Eddie, Giselle, Hong, and Irwin sell their stock for a profit. -Refer to Fact Pattern 30-2. Under the Securities Exchange Act of 1934, Giselle is most likely


A) ​liable for insider trading.
B) ​not liable because Giselle did not prevent others from profiting.
C) ​not liable because Giselle did not solicit information from Eddie.
D) ​not liable because Giselle does not work for Fresh Dairy.

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

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A

Household Products Corporation wants to make an offering of securities to the public. This offering is not exempt from registration under the Securities Act of 1933. Before Household Products sells its securities, it must provide investors with​


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

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

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Fleet Delivery Corporation is a public company with a market capitalization of less than $75 million. Fleet is poised to issue securities in a transaction that, under the Securities Act of 1933, is "exempt." This enables Fleet to​


A) ​reduce the compliance costs by not requiring an auditor report.
B) buy and sell the securities without liability for "recaptures."​
C) ​make forward-looking financial forecasts without liability.
D) ​withhold inside information from accredited investors.

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

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Liability can be imposed on those who are negligent in not discovering fraud in connection with a registration statement or prospectus.

A) True
B) False

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State corporation statues set up the legal framework for corporate governance.

A) True
B) False

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Rollo is the chief executive officer of Specialty Magazines, Inc., which is required to file certain financial reports with the Securities and Exchange Commission (SEC) . Under the Sarbanes-Oxley Act of 2002, Rollo must


A) ​certify that the reports are complete and accurate.
B) ​designate a corporate official to assume liability for inaccuracies.
C) ​do nothing.
D) ​read the reports and be prepared to answer questions about them.

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

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State securities laws apply mainly to interstatetransactions.

A) True
B) False

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False

Securities can be sold after the effective date of the registration statement without restrictions.

A) True
B) False

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Under the Sarbanes-Oxley Act of 2002, chief financial officers must certify the accuracy of information in corporate financial statements and reports that are filed with the Securities and Exchange Commission.

A) True
B) False

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Global Resources Corporation, and its officers, directors, and shareholders, buy and sell securities. Section 10(b) of the Securities Exchange Act of 1934 applies to the purchase or sale of a security​


A) only by an investment company.
B) ​only involving short-swing profits.
C) ​only involving a tipper and tippee.
D) ​in almost any circumstances.

E) C) and D)
F) A) and D)

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Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 apply just to corporate "insiders."​

A) True
B) False

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Fact Pattern 30-1 Drilling Tools, Inc., wants to make an initial public offering of securities. Drilling Tools believes that it qualifies for an exemption under Regulation A from the full registration requirement of the federal Securities Act of 1933. -Refer to Fact Pattern 30-1. If Drilling Tools is exempt from the federal registration requirement, Drilling Tools is


A) ​automatically exempt from any state registration requirement.
B) ​not subject to any state securities laws.
C) ​not necessarily exempt under a state registration requirement.
D) ​automatically subject to all state registration requirements.

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

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Orbital Flights, Inc., is required to register its securities under Section 12 of the Securities Exchange Act of 1934. Section 16(b) of the act covers


A) ​the declaration of dividends by Orbital's board of directors.
B) ​the later re-registration of Orbital's securities.
C) ​the short-swing activities of Orbital's insiders.
D) ​the solicitation of proxies from Orbital's shareholders.

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

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Accredited investors include banks, but not investment companies.

A) True
B) False

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The Securities and Exchange Commission does not regulate the content of proxy statements.

A) True
B) False

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Private parties may sue violators of Section 10(b) and Rule 10b-5.

A) True
B) False

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Cattle Ranch Company offers its stock for sale only in a single state. The law in Cattle Ranch's state is like the law in most states. Cattle Ranch's offer is subject to state securities statutes that include​


A) ​antifraud and disclosure provisions.
B) ​antifraud provisions only.
C) ​disclosure provisions only.
D) ​neither antifraud nor disclosure provisions.

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

Correct Answer

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