Exam 33: Regulation of Issuance: The Securities Act of 1933

To assist business ventures seeking smaller amounts of capital from the public investment community, the securities laws allow a number of exemptions from registration for larger issuers.

Non-PSLRA issuers may assert several defenses to allegations of __________.

Section 11 of the Securities Exchange Act of 1933 is the primary anti-fraud provision.

The issuer may avoid liability or penalties by successfully asserting that both the transaction and issuer are immune from liability through a __________.

The definition of materiality is significant because the import and truthfulness of information that is disclosed in a prospectus is at the very heart of statutory requirements.

The Securities Act of 1933 is designed to give potential investors a transparent view of the business entity's:

Section __________ is the primary anti-fraud provision of the Securities Act of 1933.

The Securities Act of 1933 and the Department of Labor regulations require extensive documentation even before the registration statement is filed.

The Securities Act of 1933 mandates a registration filing for any venture selling securities to the __________.

The primary scope of the Securities Act of 1933 is the regulation of original issuance (and reissuance) of securities to investors by business venture issuers.

Crowdfunding gained a significant boost after the passage of the __________ of 2012.

In Lowinger v. Pzena Investment Mgmt., the court held that liability for misrepresentation under Sections 11 and 12(a)(2) accrues

As is the case with many securities law protections, __________ must show either a material untruth or the omission of a material fact necessary to make what is said not misleading.

An issuer is not liable to a private investor if the alleged misrepresentations are not __________.

Section 12(a)(2) of the Securities Exchange Act of 1933 is the anti-fraud provision that triggers rescissionary liability that is limited to sellers of public offerings and typically focuses on whether a prospectus was used to make material misstatements or omissions.

Companies who have entered into an agreement with the SEC to settle fraud-related charges are not eligible for safe-harbor protections for a period of __________ years.

What is commonly referred to as a __________ is actually a process of registration and disclosure mandated by the Securities Act of 1933.

__________ is a method of fundraising and is subject to securities laws.

Businesses that have issued stock in a public or private sale (both exempt and nonexempt) and are alleged to have violated the anti-fraud provisions of the Securities Exchange Act of 1933 have one defense at their disposal.

The law required the SEC to carve out a niche in securities laws that permitted crowdfunding as a fundraising tool for small business.