state registration of securities
Under the Uniform Securities Act, which of the following actions is NOT exempt
from state registration?
The sale of securities by a sheriff
An isolated nonissuer transaction
Transactions in exchange-listed securities
A Rule 147 offering Correct Answer: A Rule 147 offering
Rule 147 covers intrastate offerings that are exempt from federal or SEC
registration, but may be subject to state qualification. A transaction by a fiduciary
such as an executor, sheriff, marshal, guardian, trustee in bankruptcy, and isolated
nonissuer transactions are exempt under the Uniform Securities Act (USA). Any
security listed on the New York Stock Exchange and securities listed on any other
recognized national or regional exchanges are exempt from state registration.
(62610)
Which of the following securities may have their registration denied or revoked by
the Administrator
Securities issued by a nonprofit organization
Municipal bonds
Stock issued by a bank that is chartered in a different state
U.S. Treasury bonds Correct Answer: Securities issued by a nonprofit
organization
Generally, states are not permitted to revoke an exemption that has been granted
under the Securities Act of 1933. However, nonprofit securities (choice a),
exchange-listed securities, and investment contracts for employee-benefits plans
may be denied registration by the state Administrator. (67570)
Which of the following nonissuer transactions would be exempt from registration
under the Uniform Securities Act?
The issuer is operating an Internet business and has not had a profit since going
public
The issuer is operating as a blank-check company that is investing in profitable
companies
,The issuer is operating as a blind-pool company that is investing in companies that
have been in business for at least two years
The issuer is operating a company whose primary business is to engage in mergers
and acquisitions Correct Answer: The issuer is operating an Internet business and
has not had a profit since going public
Under the USA, a nonissuer transaction may be exempt from registration if the
issuer is engaged in business, whether or not the company is profitable. The USA
specifically states that this exemption is not available if the issuer operates a blank-
check, blind-pool, or shell company whose primary business plan is to engage in a
merger or business combination. The answer here is not suggesting that a
transaction in a security of an unprofitable company is exempt from registration;
however, the other choices are definitely not considered exempt transactions.
(62510)
An agent misrepresents the risks associated with U.S. Treasury bills, notes, and
bonds. Under the Uniform Securities Act, which of the following statements would
BEST describe the consequences?
This is viewed as unethical
There are potential civil liabilities and the client may sue for damages
U.S. Treasuries are subject to federal jurisdiction and, therefore, any liabilities
incurred because of the misrepresentation of risk would be handled through federal
courts and the SEC, not through states under the Uniform Securities Act
Since these are exempt securities and not subject to credit risk, there is no potential
misrepresentation of risk Correct Answer: There are potential civil liabilities and
the client may sue for damages
Misrepresenting the investment risks of a security could lead to civil liabilities, as
clients have the right to sue to recover their losses. U.S. Treasury bills, bonds, and
notes are securities and the fact that they are exempt securities is irrelevant if
misrepresentations are made. Choice (a) is a true statement; however, it is
fraudulent rather than unethical. (62011)
Registration by coordination would most likely be used to register what type of
offering?
A new issue of mutual fund shares
An initial public offering
A new issue of shares listed on Nasdaq
, An intrastate offering Correct Answer: An initial public offering
Under normal circumstances, the method of registration most often used by the
new issuers of securities is registration by coordination. Mutual funds are federal
covered securities. All listed securities, such as Nasdaq securities, are also federal
covered and, therefore, exempt from registration with the states. Intrastate
offerings are commonly registered by qualification. (89680)
Which of the following statements is/are TRUE regarding the registration of
securities under the Uniform Securities Act?
A security is considered registered for one year from the effective date of its
registration statement.
Once the registration statement is declared effective by the Administrator, the
security is considered to be registered as long as the issuer files quarterly and
annual financial statements.
If the registration statement for a security is declared effective by the
Administrator of one state, it is also effective in any state in which an identical
registration statement has been filed.
The filing of a registration statement may be done by a person other than the
issuer.
II only
I and IV only
I, III, and IV only
II, III, and IV only Correct Answer: I and IV only
A registration statement is effective for one year from its effective date. A
registration statement may be filed by the issuer, a registered broker-dealer, or any
other person on whose behalf the offering is to be made. The other statements are
not true. (62972)
Under the Uniform Securities Act, an institutional investor:
Has a minimum of $1.5 million invested in securities
Has a minimum of $100 million under management
Is designated by rule or order of the Administrator
Is any financial institution Correct Answer: Is designated by rule or order of the
Administrator
Under the Uniform Securities Act, which of the following actions is NOT exempt
from state registration?
The sale of securities by a sheriff
An isolated nonissuer transaction
Transactions in exchange-listed securities
A Rule 147 offering Correct Answer: A Rule 147 offering
Rule 147 covers intrastate offerings that are exempt from federal or SEC
registration, but may be subject to state qualification. A transaction by a fiduciary
such as an executor, sheriff, marshal, guardian, trustee in bankruptcy, and isolated
nonissuer transactions are exempt under the Uniform Securities Act (USA). Any
security listed on the New York Stock Exchange and securities listed on any other
recognized national or regional exchanges are exempt from state registration.
(62610)
Which of the following securities may have their registration denied or revoked by
the Administrator
Securities issued by a nonprofit organization
Municipal bonds
Stock issued by a bank that is chartered in a different state
U.S. Treasury bonds Correct Answer: Securities issued by a nonprofit
organization
Generally, states are not permitted to revoke an exemption that has been granted
under the Securities Act of 1933. However, nonprofit securities (choice a),
exchange-listed securities, and investment contracts for employee-benefits plans
may be denied registration by the state Administrator. (67570)
Which of the following nonissuer transactions would be exempt from registration
under the Uniform Securities Act?
The issuer is operating an Internet business and has not had a profit since going
public
The issuer is operating as a blank-check company that is investing in profitable
companies
,The issuer is operating as a blind-pool company that is investing in companies that
have been in business for at least two years
The issuer is operating a company whose primary business is to engage in mergers
and acquisitions Correct Answer: The issuer is operating an Internet business and
has not had a profit since going public
Under the USA, a nonissuer transaction may be exempt from registration if the
issuer is engaged in business, whether or not the company is profitable. The USA
specifically states that this exemption is not available if the issuer operates a blank-
check, blind-pool, or shell company whose primary business plan is to engage in a
merger or business combination. The answer here is not suggesting that a
transaction in a security of an unprofitable company is exempt from registration;
however, the other choices are definitely not considered exempt transactions.
(62510)
An agent misrepresents the risks associated with U.S. Treasury bills, notes, and
bonds. Under the Uniform Securities Act, which of the following statements would
BEST describe the consequences?
This is viewed as unethical
There are potential civil liabilities and the client may sue for damages
U.S. Treasuries are subject to federal jurisdiction and, therefore, any liabilities
incurred because of the misrepresentation of risk would be handled through federal
courts and the SEC, not through states under the Uniform Securities Act
Since these are exempt securities and not subject to credit risk, there is no potential
misrepresentation of risk Correct Answer: There are potential civil liabilities and
the client may sue for damages
Misrepresenting the investment risks of a security could lead to civil liabilities, as
clients have the right to sue to recover their losses. U.S. Treasury bills, bonds, and
notes are securities and the fact that they are exempt securities is irrelevant if
misrepresentations are made. Choice (a) is a true statement; however, it is
fraudulent rather than unethical. (62011)
Registration by coordination would most likely be used to register what type of
offering?
A new issue of mutual fund shares
An initial public offering
A new issue of shares listed on Nasdaq
, An intrastate offering Correct Answer: An initial public offering
Under normal circumstances, the method of registration most often used by the
new issuers of securities is registration by coordination. Mutual funds are federal
covered securities. All listed securities, such as Nasdaq securities, are also federal
covered and, therefore, exempt from registration with the states. Intrastate
offerings are commonly registered by qualification. (89680)
Which of the following statements is/are TRUE regarding the registration of
securities under the Uniform Securities Act?
A security is considered registered for one year from the effective date of its
registration statement.
Once the registration statement is declared effective by the Administrator, the
security is considered to be registered as long as the issuer files quarterly and
annual financial statements.
If the registration statement for a security is declared effective by the
Administrator of one state, it is also effective in any state in which an identical
registration statement has been filed.
The filing of a registration statement may be done by a person other than the
issuer.
II only
I and IV only
I, III, and IV only
II, III, and IV only Correct Answer: I and IV only
A registration statement is effective for one year from its effective date. A
registration statement may be filed by the issuer, a registered broker-dealer, or any
other person on whose behalf the offering is to be made. The other statements are
not true. (62972)
Under the Uniform Securities Act, an institutional investor:
Has a minimum of $1.5 million invested in securities
Has a minimum of $100 million under management
Is designated by rule or order of the Administrator
Is any financial institution Correct Answer: Is designated by rule or order of the
Administrator
