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The sale and transfer of securities are heavily regulated by federal and state statutes and by government agencies.

A) True
B) False

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Sun & Ski Tours Corporation is poised to issue securities that,under the Securities Act of 1933,are "exempt." This means that the securities can be sold


A) on the basis of a material omission or misrepresentation.
B) on the basis of nonpublic information.
C) within any six-month period by certain insiders.
D) without being registered.

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

Correct Answer

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For a defendant to be convicted in a criminal prosecution under the securities laws,there can be no reasonable doubt that the defendant knew he or she was acting wrongfully.

A) True
B) False

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If a security does not qualify for an exemption,an issuer cannot offer it to the public.

A) True
B) False

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Global Trade Corporation is a public company that is poised to issue securities that do not qualify for an exemption from registration. This means that Global Trade must


A) file a registration statement with the SEC.
B) issue the securities through an online registration site.
C) refrain from issuing the securities to unregistered investors.
D) register the securities with a national stock exchange.

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

Correct Answer

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Space Trips Inc. files a registration statement with the SEC before making an offering to the general public. The registration contains false,immaterial statements of which the investors are unaware. Space Trips is charged with violating the Securities Act of 1933. Space Trips's best defense is


A) the investors were not aware of the misrepresentations.
B) the issuer reasonably believed the misstatements were true.
C) the offering was made available to the general public.
D) the untrue statements were not material.

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

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D

OnSpec,Inc.,and its officers,directors,and shareholders,buy and sell securities. Section 16(b) of the Securities Exchange Act of 1934 covers purchases and sales of securities involving


A) corporate insiders.
B) misappropriation.
C) short-swing profits.
D) tippers and tippees.

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

Correct Answer

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C

Most securities can be resold without registration.

A) True
B) False

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Most private,midsize-business,non investment company offers of securities are not exempt from the registration requirements.

A) True
B) False

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Every state has its own corporate securities laws that regulate the offer and sale of securities within tis borders.

A) True
B) False

Correct Answer

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Under the Securities Exchange Act of 1934,Giselle is most likely


A) liable for insider trading.
B) not liable because Giselle did not prevent others from profiting.
C) not liable because Giselle did not solicit information from Eddie.
D) not liable because Giselle does not work for Fresh Dairy.

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

Correct Answer

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Accredited investors include banks,but not investment companies.

A) True
B) False

Correct Answer

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Grain Mills Corporation is required to register its securities under Section 12 of the Securities Exchange Act of 1934. Section 14(a) of the act regulates


A) the declaration of dividends by Grain Mills's board of directors.
B) the later re-registration of Grain Mills's securities.
C) the short-swing activities of Grain Mills's insiders.
D) the solicitation of proxies from Grain Mills's shareholders.

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

Correct Answer

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Securities offerings in unlimited amounts can be exempt from the registration requirements in certain circumstances.

A) True
B) False

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The definition of security in the Securities Act of 1933 does not include instruments commonly known as securities.

A) True
B) False

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In the context of Section 16(b)of the Securities Exchange Act of 1934,insiders include officers,directors,and large stockholders of Section 12 corporations.

A) True
B) False

Correct Answer

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True

The Securities and Exchange Commission does not regulate the content of proxy statements.

A) True
B) False

Correct Answer

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HVAC Heating & Air Conditioning,Inc.,is a public company whose shares are traded in the public securities markets. Under the Sarbanes-Oxley Act of 2002,to ensure that HVAC's financial results are accurate and timely,the firm's 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 C)
F) A) and B)

Correct Answer

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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) None of the above
F) A) and B)

Correct Answer

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Lyman is the chief financial officer of Moneysworth Corporation,which is required to file certain financial statements with the Securities and Exchange Commission (SEC) . Under the Sarbanes-Oxley Act of 2002,Lyman 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) C) and D)
F) B) and D)

Correct Answer

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