R. safe harbor
1. The ______________________________ is the main body of federal law governing the creation and sale of securities.
2. The _______________________________ is the US federal government agency responsible for enforcing securities laws.
3. The ____________________________deals with the mechanisms and standards for public security trading.
4. The ____________________________provides a definition of an “investment company.”
5. The ____________________________focuses on people and organizations that seek to provide financial advice to investors and defines “investment adviser.
6. The ______________________________is a federal law passed to stimulate the initiation, growth and development of small business companies. It has six Titles.
7. The term ________________________ is sometimes used to refer to a general set of possible approaches to raising money from the crowd, including donation solicitations, advanced payment for to-be-manufactured products, as well as the sale of securities.
8. _____________________________ specifically refers to the use of The JOBS Act Title III’s small offering registration exemption from SEC registration requirements involving crowdfunding for the sale of securities.
9. ______________________________are the state laws designed to protect individuals from investing in fraudulent securities offerings. They are the state equivalent of the federal securities laws.
10. The term _______________________means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option…
11. Any investment considered to be a security under the 1933 Act comes under its provisions. In particular, unless an ____________________________ is secured, a security must be registered with the SEC prior to being offered to the public.
12. An _________________________is one where the issuer and investors are considered by federal securities law to be confined to one state.
13. The most widely used exemption is the_______________________________: transactions by an issuer not involving any public offerings.
14. The ______________________________is a second transaction exemption and lays much of the groundwork for the types of exemptions that involve a certain type of investor.
15. __________________________ under the 1933 Act are assumed to have sufficient financial expertise and wherewithal to make an intelligent and informed investment decision. This classification includes minimum net worth and annual income requirements.
16. Reg D provides a set of __________________________conditions under which an issuer can shield themselves from SEC action for failure to register securities.
17. Reg D __________________________ allows issuers to broadly solicit and generally advertise a security, so long as the offering is limited to verified accredited investors.
18. ___________________________is technically an exemption from full registration, but in practice is like a limited registration where the process involves many of the same types of activities in doing a full registration. The monetary limit was increased from $5 million to $50 million under the JOBS Act of 2012. The issuer is allowed to “test the waters” for the offering, and the shares can be issued to the public and eventually trade freely.
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