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Flashcards in USA - Securities Registration Deck (29)
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1

Basic definition of a security is any investment in a common enterprise for profit with management _____

performed by another party

2

Odd things that are considered securities are:

- whiskey warehouse receipts
- merchandising marketing schemes
- commodity options contracts

3

Specifically EXCLUDED from the definition of a security are:

- insurance or endowment policies or contracts
- fixed annuities
- ownership interests in credit unions
- commodities futures contracts
- interests in both contributory and non-contributory retirement plans

4

Basically, any unlisted, OTC or Pink sheet securities, fall under _____ registration

state

5

A gift of assessable stock is considered to be a _____

sale

6

Securities given as part of a bonus are considered _____

a sale

7

Offers if warrants, rights, or convertible securities are considered _____

sales

8

Security registrations are good for _____ with _____ updates

good for 1 year with quarterly updates

9

The issuer, any person on whose behalf the offering is to be made, or a BD can file the _____

registration application

10

Registration by filing is for ______ companies

seasoned

11

Registration by filing is also used by ______ wishing to sell shares (ie rule 144)

non-issuers

12

For registration by filing, registration is effective on the ____ after filing

5th business day

13

Registration by coordination is when you conduct the state registration at the same time (and with the same information) as the _____ filing

SEC

14

For filing by coordination, application must be on file for ______

10 business days

15

Registration by qualification is the most _____

difficult (think O&G programs)

16

For registration by qualification, registration is effective when ______

the administrator says so

17

Each registration is effective for ____ from its effective date

1 year from the effective date

18

The State Administrator is overseen by the State _____

Secretary

19

The term "guaranteed" refers to a guarantee of ____, ____, and _____

dividends, interest, and principal

20

If you are amending a registration statement to issue additional shares (because the issuer is over-subscribed), you have to pay both ____ and ____

an additional filing fee and a late registration fee

21

Secondary market trades of securities listed on the Toronto Stock Exchange are given _____

an exemption

22

Non-solicited customer orders are defined as ______

exempt transactions

23

To be considered a private placement under the USA, no commission can be paid, no ads can be placed, and it can not be offered to more than _____

10 people

24

For pre-organization certificates to be exempt under the USA, the number of subscribers is limited to _____

10 people

25

Is advertising acceptable for pre-organization certs and they are still considered exempt?

YES

26

The state cannot suspend an issue based on a fact known prior to the effective date unless such action is taken within _____ of the effective date

30 days

27

The state admin ______ deny an exemption retroactively, but ______ vacate a stop order retroactively

CANNOT deny an exemptions retroactively but CAN vacate a stop order retroactively

28

The Admin CAN summarily deny or revoke the exemption of a _____ issue (think "church")

non-profit charitable organization

29

Filing fees are only required for securities registrations in the primary market, not the _____

secondary market