Exam 23: Rules Governing the Issuance and Trading of Securities

Supreme Motors, a car manufacturer in the United States, decides to move to Delaware to avoid a hostile takeover bid. Delaware is known to have strong antitakeover laws. Which of the following defense strategies is Supreme Motors using?

State the new rules regarding written communication by issuers before and during registration of securities.

An underwriter is an investment banking firm that agrees to purchase a securities issue from the issuer, usually on a fixed date at a fixed price, with a view to eventually selling the securities to brokers who, in turn, sell them to the public.

The Trust Indenture Act of 1939 regulates the public issuance of in excess of $5 million.

What are "blue sky" laws?

The Investment Advisers Act of 1940 requires persons and firms giving investment advice to clients to .

Which of the following acts requires all companies to set up a system of internal controls to provide reasonable assurance that the company's records accurately and fairly reflect its transactions?

State the amendments made to Rule 14(a) in 1983 with respect to exclusion of a shareholder proposal.

The anti-bribery provisions of the Foreign Corrupt Practices Act of 1977 prohibit all firms from offering or authorizing a "corrupt" payment to a foreign official, a foreign political party, or a foreign political candidate to induce the recipient to act, or to refrain from acting, so that a U.S. corporation can obtain business it would not ordinarily get without the payment.

Which of the following is true of the Dodd-Frank legislation?

The Uniform Securities Act has been adopted in part by some states to bring to state security laws.

Describe the International Securities Enforcement Cooperation Act of 1990.

No more than three of the five commissioners of the Securities and Exchange Commission can be .

The Division of Corporation Regulation administers the Public Utility Holding Company Act of 1935.

The Securities and Exchange Commission recognizes an issuer that is permitted to use Form S-03, thus disclosing even less detail in the 1933 Act registration, as a(n) _ issuer.

Derivatives cannot be used as hedges against risk.

Chapter 11 of the gives the Securities and Exchange Commission the authority to render advice when certain debtor corporations have filed for reorganization.

Atlas Consultancies, a financial consulting firm, has received a tender offer for a takeover from a rival firm. In order to retain the goodwill of its management, Atlas gave its employees large bonus packages and other forms of compensation. Which of the following defensive strategies is Atlas using?

The amount of securities information available via the Internet allows the Securities and Exchange Commission (SEC) to accomplish its goal of disclosure.

The Securities Act of 1933 regulates the .