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Food Service Corporation, and its officers, directors, and shareholders, buy and sell securities. Section 10(b) of the Securities Exchange Act of 1934 applies to the purchase or sale of a security​


A) ​only by an investment company.
B) ​only involving short-swing profits.
C) ​only involving a tipper and tippee.
D) ​in almost any circumstances.

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

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Media Marketing Corporation is required to file a registration statement with the Securities and Exchange Commission. This statement must contain​


A) ​a copy of prospectuses to be provided to investors.
B) ​a description of securities being offered for sale.
C) ​a record of pre-registration sales in securities.
D) ​all of the choices.

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

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The Securities Exchange Act of 1934 applies to all cases involving the trading of securities, except in private transactions.

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

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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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Fact Pattern 7-2 Ben, an accountant for AirLift, Inc., a ride service, learns of undisclosed company plans to distribute a new app. Ben buys 10,000 shares of AirLift stock. He reveals the company plans to Carly, who buys 5,000 shares. Carly tells Don, who tells Erwin, and each buys 1,000 shares. They know that Carly got her information from Ben. When AirLift publicly announces its new app, Ben, Carly, Don, and Erwin sell their stock for a profit. -Refer to Fact Pattern 7-2. If Ben is liable under the Securities Exchange Act of 1934, it will be because the information on which he based his purchase of AirLift stock was​


A) ​a forward-looking forecast.
B) ​not material.
C) ​not yet public.
D) ​not yet true.

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

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Corporate "outsiders" may be held liable for insider trading under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.

A) True
B) False

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Insider trading occurs when persons buy or sell securities on the basis of information that is not available to the pubic.

A) True
B) False

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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. The firm is charged with violating the Securities Act of 1933. Its 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) None of the above
F) C) and D)

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Shoes & Sox Corporation is a public company whose shares are traded in the public securities markets. With respect to financial and other significant information concerning its securities, the Securities Act of 1933​


A) ​imposes increased responsibility on chief corporate executives.
B) ​prevents insiders from trading among themselves.
C) ​requires disclosure.
D) ​creates a "safe harbor" for companies to make forward-looking statements.

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

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Issuers of securities offerings must comply with either federal or state securities laws, but not both.

A) True
B) False

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Most securities cannot be resold without registration.

A) True
B) False

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Misrepresenting or omitting facts from a registration statement or prospectus is known as puffery and does not violate the Securities Act of 1933.

A) True
B) False

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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 D)
F) All of the above

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


A) ​contribute to the operations of national stock exchanges.
B) ​disclose financial and other information about its securities.
C) ​engage in market surveillance to deter undesirable practices.
D) ​all of the choices.

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

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State securities laws apply mainly to intrastate transactions.

A) True
B) False

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Paddle & Portage 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 C)
F) A) and C)

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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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Securities must be registered under the Securities Act of 1933 for the Securities Exchange Act of 1934 to apply.

A) True
B) False

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Scienter is not required to impose criminal sanctions under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.

A) True
B) False

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