BLAW 3310 Miller Final Exam 2025-
2026 All Questions Answered Correct.
Security - Answer debt (bonds and loans) or equity (stock) that provides capital for business
operations
What is specified in a debt instrument? - Answer - amount of debt
- length of debt period
- debt repayment method
- rate of interest
Equity Financing - Answer raising funds through sale of company stock in which purchaser
gains an ownership interest.
Securities and Exchange Commission (SEC) - Answer the agency charged with enforcing and
administering federal securities laws
Origins of Security Regulations - Answer due to concerns of fraud, where promoters used to
go door-to-door offering worthless securities with nothing backing them other than the "blue
sky"
Blue Sky Laws - Answer State laws that regulate the offer and sale of securities.
Howey Test - Answer Originated from the SEC v. Howey case, which classifies an investment
as a security if it meets all 4 of these elements:
- an investment of money
- in a common enterprise
- with an expectation of profits
- generated by the efforts of persons other than the investors
Registration Statement - Answer - used to acquire new security offering and has 2 parts: the
prospectus and detailed information required by the SEC
- must be filed with SEC and be approved before cash is accepted by the offeror
, Information in Prospectus - Answer - security issuer's finances and business
- purpose of offering
- plans for the funds
- risks involved
- promoter's managerial experience
- certified financial statements
Exemptions from Registration - Answer - private placement
- Regulation D
- well-known season issuers (WKSIs)
- crowdfunding
Private Placement - Answer - when securities are sold to investors without registration with
the SEC
- no more than 35 unaccredited investors, and any number of accredited investors is allowed
Regulation D - Answer companies may issue stock directly to accredited investors and raise
up to $5M in 12 months without need of registration
Accredited Investors - Answer - Investors deemed by the SEC to be sophisticated and wealthy
enough to evaluate investment opportunities without prospectus
- only they can participate in private placement offerings
Well Known Seasoned Issuer (WKSI) - Answer - securities issuers that have $700M in market
capitalization or have offered at least $1B in debt securities previously
- do not need to wait for SEC to review registration agreement after sending it
Crowdfunding - Answer - Using the Internet to appeal to potential donors who might
support fundraiser's purpose
- maximum amount allowed is $1,000,000
Proxy - Answer permission given by a shareholder to another party to vote one's shares in
the manner instructed
2026 All Questions Answered Correct.
Security - Answer debt (bonds and loans) or equity (stock) that provides capital for business
operations
What is specified in a debt instrument? - Answer - amount of debt
- length of debt period
- debt repayment method
- rate of interest
Equity Financing - Answer raising funds through sale of company stock in which purchaser
gains an ownership interest.
Securities and Exchange Commission (SEC) - Answer the agency charged with enforcing and
administering federal securities laws
Origins of Security Regulations - Answer due to concerns of fraud, where promoters used to
go door-to-door offering worthless securities with nothing backing them other than the "blue
sky"
Blue Sky Laws - Answer State laws that regulate the offer and sale of securities.
Howey Test - Answer Originated from the SEC v. Howey case, which classifies an investment
as a security if it meets all 4 of these elements:
- an investment of money
- in a common enterprise
- with an expectation of profits
- generated by the efforts of persons other than the investors
Registration Statement - Answer - used to acquire new security offering and has 2 parts: the
prospectus and detailed information required by the SEC
- must be filed with SEC and be approved before cash is accepted by the offeror
, Information in Prospectus - Answer - security issuer's finances and business
- purpose of offering
- plans for the funds
- risks involved
- promoter's managerial experience
- certified financial statements
Exemptions from Registration - Answer - private placement
- Regulation D
- well-known season issuers (WKSIs)
- crowdfunding
Private Placement - Answer - when securities are sold to investors without registration with
the SEC
- no more than 35 unaccredited investors, and any number of accredited investors is allowed
Regulation D - Answer companies may issue stock directly to accredited investors and raise
up to $5M in 12 months without need of registration
Accredited Investors - Answer - Investors deemed by the SEC to be sophisticated and wealthy
enough to evaluate investment opportunities without prospectus
- only they can participate in private placement offerings
Well Known Seasoned Issuer (WKSI) - Answer - securities issuers that have $700M in market
capitalization or have offered at least $1B in debt securities previously
- do not need to wait for SEC to review registration agreement after sending it
Crowdfunding - Answer - Using the Internet to appeal to potential donors who might
support fundraiser's purpose
- maximum amount allowed is $1,000,000
Proxy - Answer permission given by a shareholder to another party to vote one's shares in
the manner instructed
