Business Law Today Comprehensive Study Set 1

The least common forms of securities are bonds issued by corporations.

A registration statement must include a financial statement certified by an independent public accounting firm.

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

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

Before filing a registration statement,an issuer must attempt to sell,or at least offer to sell,the securities.

Sales of securities must occur within twenty days of registration.

A corporation whose security does not qualify for an exemption can avoid the cost and complexity associated with registration.

Generally,stock offerings that involve a small dollar amount are not exempt from the registration requirement.

Generally,stock offerings that are made in a limited manner during any twelve-month period are not exempt from the registration requirement.

Securities of charitable organizations are exempt from the registration requirement of the 1933 Securities Act.

Private offerings of securities in unlimited amounts can never be exempt from the registration requirement of the Securities Act of 1933.

Most securities can be resold without registration.

Securities that are exempt from the registration requirement can generally be sold and resold without being registered.

Willful violations of the Securities Act of 1933 may be subject to criminal prosecution.

Against a charge of a violation of the Securities Act of 1933,only an issuer of stock can assert the due diligence defense.

Private parties cannot sue violators of the Securities Act of 1933.

Any corporation with more than $10 million in assets and five hundred or more shareholders must register their securities with the Securities and Exchange Commission.

Section 10(b)of the Securities Exchange Act of 1934 covers only corporate officers and directors.

SEC Rule 10b-5 applies in relatively few cases involving the trading of securities.

The Securities Exchange Act of 1934 provides for continuous,periodic disclosures by publicly held corporations.