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of the '34 Act is aggressively used by the SEC in terms of insider trading enforcement.

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Micro bonds appeal to small business ventures who wish to take advantage of bond financing in the ________ range.


A) $50,000 to $100,000
B) $100,000 to $500,000
C) $500,000 to $1,000,000
D) $1,000,000 to $5,000,000

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The corporate counsel's opinion verifying the business ventures adherence to corporate formalities and compliance and opinion of the corporation's accounting firm is contained in the:


A) prospectus.
B) letters of intent.
C) supplemental information.
D) comfort letters

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In what two ways do federal securities statutes define a security?

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Federal securities laws define securitie...

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The purchase and sale of issued securities between investors is called the:


A) primary market.
B) secondary market.
C) preferred market.
D) common market

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Debentures are unsecured equity instruments that are issued by a corporation.

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One form of a private placement exemption involves:


A) sales of securities in limited dollar amounts to nonaccredited investors.
B) sales of securities only to employees, officers and board members of the issuing corporation.
C) sales of securities to accredited investors.
D) sales of securities to other corporations with no sales to individuals permitted

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Most common stock enjoys voting rights; however,common stock may be sold without voting rights.

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Rule 16 of the '34 Act defines an insider as an officer,director or shareholder who owns ________ or more of the company's total stock.


A) 5%
B) 10%
C) 15%
D) 20%

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Preferred stock always has voting rights.

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Bonds are debt instruments secured by company assets.

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The "safe harbor" exemption from SEC regulations involves:


A) nonpublic offers to a limited number of sophisticated investors who already have business relationships with the issuer.
B) nonpublic offers to a limited number of sophisticated investors who privately negotiate their securities purchases.
C) offerings with specified dollar limitations and/or limitations on the number of accredited investors.
D) offerings with specified dollar limitations and/or limitations on the number of nonaccredited investors

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Violation of Section 16,a finding of short-swing liability,does not require evidence of the use of insider information and is deemed a strict liability provision.

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Eve is a promoter and has approached Adam with an investment opportunity.Eve anticipates a generous profit and informs Adam that he too can realize a generous profit also.This opportunity is not being offered to others.Assuming all other requirements to classify this as a security are in evidence,the commonality of this transaction would be described as a:


A) horizontal commonality.
B) parallel commonality.
C) vertical commonality.
D) common commonality

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If a company files bankruptcy,preferred stock holders have priority over common stock holders and will be paid from the bankruptcy estate first if payments are to be made.

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The promissory note securing a home mortgage is a security instrument.

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Under Sarbanes-Oxley,requiring the payback of corporate bonuses that were awarded and later found to be based on false disclosures is called a ________ provision.

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The foundation and underlying principle of all securities regulation is disclosure.

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Under the emergency escrow provisions created under the Sarbanes-Oxley Act:


A) the SEC may require corporate payouts into a government controlled emergency escrow fund after the SEC investigation has uncovered wrongdoing by the corporation.
B) the SEC may require corporate payouts into a government controlled emergency escrow fund during their investigation and before the SEC has uncovered wrongdoing by the corporation.
C) the PCAOB may require corporate payouts into a government controlled emergency escrow fund after the PCAOB investigation has uncovered wrongdoing by the corporation.
D) the PCAOB may require corporate payouts into a government controlled emergency escrow fund during their investigation and before the PCAOB has uncovered wrongdoing by the corporation

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The original Howey test required that the investor have no involvement with the generation of profits,however,modern courts have permitted a limited passive involvement on the part of the investor.

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