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Dairy Stores Inc. owns and operates convenience stores. The firm wants to make an initial public offering of securities. If Dairy qualifies for an exemption from the federal registration requirement, the firm is


A) exempt from any state registration requirement.
B) not subject to any state securities laws.
C) not necessarily exempt from a state registration requirement.
D) subject to all state registration requirements.

E) None of the above
F) All of the above

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Furnaces & Filters Inc. is a public company whose shares are traded in the public securities markets. Under the Sarbanes-Oxley Act of 2002, to ensure that the firm's financial results are accurate and timely, its senior officers must set up and maintain


A) internal "disclosure controls and procedures."
B) external "release and reveal timetables."
C) personal "peruse and review liability policies."
D) public "information and discussion forums."

E) B) and D)
F) A) and C)

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Securities can be sold before the effective date of the registration statement without restrictions.

A) True
B) False

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Fleet Trucking Corporation is a public company with a market capitalization of less than $75 million. Fleet is poised to issue securities in a transaction that, under the Securities Act of 1933, is exempt. This enables Fleet to


A) reduce the compliance costs by not requiring an auditor report.
B) buy and sell the securities without liability for recaptured profit.
C) make forward-looking financial forecasts without liability.
D) withhold inside information from accredited investors.

E) All of the above
F) A) and D)

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To avoid sanctions under the Securities Exchange Act of 1934, whoever solicits a proxy must accurately disclose all facts pertinent to the matter on which shareholders are to vote.

A) True
B) False

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True

Bev is the chief executive officer of Chef Cafés Inc., which is required to file certain financial reports with the Securities and Exchange Commission (SEC) . Under the Sarbanes-Oxley Act of 2002, Bev must


A) certify that the reports are complete and accurate.
B) designate a corporate official to assume liability for inaccuracies.
C) do nothing.
D) read the reports and be prepared to answer questions about them.

E) A) and D)
F) A) and C)

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Anyone who has access to or receives inside information of a nonpublic nature and trades on it for personal gain can be liable under SEC Rule 10b-5.

A) True
B) False

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The goal of securities regulation is to


A) contribute to the operations of national security exchanges.
B) prohibit deceptive and manipulative practices in the securities markets.
C) prescribe ways and means for investors to fairly break the rules.
D) none of the choices.

E) C) and D)
F) A) and D)

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B

Medico Corporation is a public company whose shares are traded in public securities markets. Medico's officers want to set up and maintain a system of "good corporate governance." What is "corporate governance"? What is its practical significance? What, at a minimum, should a "good" system of corporate governance include?

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Corporate governance is the relationship between a corporation and its shareholders: the system by which business corporations are directed and controlled. Corporate governance is the essential purpose of corporation law, which sets out the structure of a corporation. A "good" system of corporate governance involves, at a minimum, (1)the audited reporting of financial progress at the firm, so that its managers can be evaluated and (2)legal protection for shareholders, so that parties who violate the law to take advantage of shareholders can be punished for their misconduct and their victims can recover damages. Practically, good corporate governance in the form of accountability to investors provides the opportunity to enhance corporate wealth, because firms with expanded shareholder rights-a hallmark of good corporate governance-have been shown to have increased profits, sales growth, company value, and other economic advantages.

Reno, an engineer for Shale Corporation, learns that the firm will increase the dividend it pays to shareholders. Reno buys 10,000 shares of company stock. When the dividend is announced to the public and the price of the stock increases, he sells the shares for a profit. He would not be liable for insider trading if the information about the dividend was


A) material when he sold the stock.
B) available to the public after he bought the stock.
C) available to the public before he bought the stock.
D) forward-looking when he bought the stock.

E) B) and C)
F) A) and D)

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Industrial Corporation is a public company whose shares are traded in the public securities markets. Under the Securities Act of 1933, Industrial is required to


A) contribute to the operations of national security exchanges.
B) disclose all essential information about the issuance of its securities.
C) engage in market surveillance to deter undesirable practices.
D) meet investors' reasonable expectations to make a profit.

E) None of the above
F) B) and C)

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Under the Sarbanes-Oxley Act of 2002, chief financial officers must certify the accuracy of information in corporate financial statements.

A) True
B) False

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Most securities cannot be resold without registration.

A) True
B) False

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A Ponzi scheme is a fraudulent investment that pays returns from new capital invested with the fraudsters instead of from a legitimate investment.

A) True
B) False

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Corporate Financial Inc., and its officers, directors, employees, and shareholders, buy and sell securities on behalf of themselves and their clients. SEC Rule 10b-5 applies to the purchase or sale of


A) a security by the corporation only.
B) a security involving a corporate insider only.
C) a security involving short-swing profits only.
D) any security.

E) All of the above
F) C) and D)

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Dez is the chief financial officer of Elements Corporation, which is required to file certain financial statements with the Securities and Exchange Commission (SEC) . Under the Sarbanes-Oxley Act of 2002, Dez must personally


A) certify that the statements are accurate.
B) delegate the responsibility for preparing the statements.
C) deliver the statements to the appropriate SEC officer.
D) prepare the statements.

E) B) and D)
F) None of the above

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Only the Securities and Exchange Commission can sue violators of Section 10(b)and Rule 10b-5.

A) True
B) False

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Fresh Fruit Company has assets of less than $10 million and fewer than fifty shareholders. Gourmand Pastries Inc. has assets of more than $50 million and more than five hundred shareholders. The Securities Exchange Act of 1934 applies to


A) Fresh Fruit and Gourmand Pastries.
B) Fresh Fruit only.
C) Gourmand Pastries only.
D) neither Fresh Fruit nor Gourmand Pastries.

E) B) and C)
F) None of the above

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Under the Securities Act of 1933, securities include


A) any instrument representing corporate ownership or debt.
B) a common enterprise reasonably expected to make a profit.
C) an investment in one's own personal entrepreneurial effort.
D) whatever a corporation represents to the public as profitable.

E) C) and D)
F) All of the above

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Crowdfunding can be exempt from the registration requirements of the Securities Act of 1933 if shares are offered directly to investors.

A) True
B) False

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